Directors Report of Esaar (India) Ltd.

Mar 31, 2015

The Directors present their 63RD Annual Report with Audited Statement of Accounts for the year ended on March 31, 2015.

Financial Results:

(Amt. In Lacs)

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

Revenue from operations 871.49 1572.33

Revenue from Other Income - -

Profit before Dep. & Int. 1182.09 (56.80)

Depreciation (0.07) 2.64

Interest 939.61 7.03

Profit after Depreciation & Interest (404.49) (66.47)

Provision for Taxation - 0.67

Provision for Tax (deferred) 0.36 21.69

Tax Adjustment for earlier years - 0.00

Profit after Tax (404.96) (45.44)

Net profit/ (Loss) (404.96) (45.44)

EPS (0.198) (0.056)

During the year Company's total operational revenue including other income is '871.49 Lacs as compared to '1572.33 Lacs in the previous year and thereby registering a decline of 44.57%, as compared to the previous year. The decline in operational revenue is mainly due to violate market condition and slack capital market platform, devaluation of stock and increase in administrative expenses, ultimately leads to stiff decline in profitability of the company and resulted in loss after tax i.e '404.96 Lacs against the loss after tax '45.44 Lacs in the previous year.

The management of the Company hereby very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to profitable organization.

Dividend:

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

Board Of Directors:

During the year under review, Mrs. Hiral Kalpesh Mehta, Director and CFO of the Company had resiged w.e.f. 26/12/2014 due to her pre-occupations. The Board of Directors of the Company appreciates the Contributions made by her during her tenure of Directorship.

Mr. Dheeraj Babulal Shah, Managing Director, who though not liable to retire by rotation is retiring by rotation to enable compliance by the Company with the provisions of Section 152 of the Companies Act, 2013 (hereinafter called "the Act") and being eligible, offers himself for re-appointment.

As required under clause 49 of the listing agreement with the stock exchanges, the information on the particulars of directors proposed for appointment/re–appointment has been given in the notice of annual general meeting.

Deposits:

The Company has been registered as a NBFC since 1998 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your company is categorized as an Non deposit taking Non Banking Financial Company. The Company has not accepted any deposits during the year from the public within the meaning of Section 73 of The Companies Act, 2013.

Share Capital:

During the year, the Company has increased its Authorized Share Capital from '15.50 Crores to Rs.21.50 Crores to ebable itself for issuing Bonus Shares, for which Company has taken the approval of its members at its general meeting held on 2nd April, 2014.

Bonus Shares:

During the year under review your Company with an intention to rewards its member has allotted Bonus shares to its members as on October 27, 2014 (Record Date) in the ratio of 3:2 aggregating to 12,26,55,000 equity shares of Rs.1/- each for which members of the company had accorded their consent at previous Annual General Meeting of the Company held on 30th September, 2014. Accordingly, the Paid-up Capital of the Company as on 31.03.2015 stands increased from '8.17 Crores to '20.44 Crores and accordingly the reserves appropriated.

Shifting of Registered Office of the Company:

During the year under consideration, the Company's registered office had been shifted twice within the local limit of same city with the view to avail better infrastructure and good ambiance. Previously the registered office had been shifted from 3-A, Akash CHS, Talawad Nagar, Ashok Nagar, Kandivali (East), Mumbai - 400101 to Unit No.802, Ghanshyam Enclave, New Link Road, Near Lalajipada Police Station, Kandivali (West), Mumbai – 400067 w.e.f December 12, 2014 and from Unit No.802, Ghanshyam Enclave, New Link Road, Near Lalajipada Police Station, Kandivali (West), Mumbai – 400067 to B/411, Crystal Plaza, New Link Road,Opp. Infinity Mall, Andheri (West), Mumbai – 400053 w.e.f July 21, 2015.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

2. 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.

3. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

Declaration of Independence by Directors:

The Independent Non-executive Directors of the Company, viz. Mr. Avadhesh Pal, Mr. Sachin Talgaonkar and Ms. Deepti Lalwani have affirmed that they continue to meet all the requirements stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement in respect of their position as an "Independent Director" of Esaar (India) Limited.

Policies on Directors' Appointment and Remuneration:

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I.

Evaluation of Board Of Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

Statutory Auditors:

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Pravin Chandak & Associates, that their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report:

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section Section 134(1) of the Companies Act, 2013.

Details Explanation on remarks/observation/qualification made by Statutory Auditors:

M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year 2014-15 have drawn the attention of the management on some Prudential Norms of NBFC, which have been marked as qualification in his report. In connection with the same management here with give the explanation for the same as follows:

Your Company is Small NBFC, as compared to other giants in the market. Company had not accepted any deposits from public. The Company is doing business out of its own fund. The Company operates its business with at most care and diligence. As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties known to the Company or by reference which are governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies and Procedure, therefore in some cases loan agreements or some KYC were not maintained. However your Directors are of a view that the Company has maintained all basic and necessary documents, but according to the auditor the documents are not appropriate/enough. The Company is under process to make KYC documents in line with auditor's directions, for all future loan agreement and contracts to be entered.

The Loans and Advances granted by the Company is considered as good and recoverable and do not required any provisions and same has been closely supervised and monitored on regular basis and proper internal control is on place.

The management of the Company is quite confident that there is/was no NPA. The Company grants unsecured loan either to the parties to whom Company knows personally or to the parties, whose reference has been received from, some parties with whom Company has already done the business. Though the repayment of the loan and interest there on might have been delayed some time by the parties, but Company do receive the payment on later date.

Secretarial Audit:

M/s. P.D. Pandya & Associates, Company Secretary in Practice has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s. P.D. Pandya & Associates is appended to this Report as Annexure II.

Details Explanation on remarks/observation/qualification made by Secretarial Auditors:

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

As pointed out by the Secretarial Auditor, the company has created charge in the year 1996 and the company has paid the dues to The Fedreal Bank Limited but due to slip of mind failed to file the forms related to satisfaction of charge. The Management of the company ensures to file the respective forms required to satisfy the charge.

As far as the appointment of Internal Auditor and Internal Control is concerned, The Management of the Company is of a view that the Company's size is very small as compared to its peer group companies, the Company has already in place Risk Management Policy to cope up with unforeseeable threats, risks and frauds. The management thinks that Company has adequate Internal Control System commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company. However to make good of said default Company has appointed M/s. A M Gohel & Co., as Internal Auditor of the Company in current financial year for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

Extract of Annual Return:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

Particulars of Employees and Related Information:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure V.

Reports on Corporate Governance and Management Discussion & Analysis:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report, have been appended to this Report as Annexure VI.

Corporate Governance Compliance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached to this Annual report. We have obtained a certificate from a Chartered Accountant on our compliances with clause 49 of the listing agreement with Stock Exchange.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Risk Management and Internal Controls:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report as Annexure VII.

Foreign Exchange:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

Listing of Shares:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2015-2016.

Subsidiary, Joint Venture or Associate Companies:

During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

Conservation of Energy and Technology Absorption:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of Loans, Guarantees or Investments:

Details of investments covered under section 186 of the Companies Act, 2013 ("the Act") will be produced for verification to the members at the Registered Office of the company on their request.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Vigil Mechanism/Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Policy for Prevention of Insider Trading & Redressal of Sexual Harassment of Women at Workplace:

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.

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

Acknowledgement:

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, other government and regulatory authorities, lenders, financial institutions and the bankers of Esaar (India) Limited for their ongoing support.

The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries/associates across all levels, resulting in satisfactory performance during the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-

Date: 12/08/2015 Dheeraj Shah Avadhesh Pal

(Managing Director) (Director)

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Mar 31, 2014

The Members

The Directors present their 62nd Annual Report with Audited Statement of Accounts for the year ended o March 31, 2014.

FINANCIAL RESULTS:

(Amt. In Lacs) Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Income 1572.33 1365.82

Profit before Dep. & Int. (56.80) 15.18

Depreciation 2.64 10.15

Interest 7.03 0.00

Profit after Depreciation & Interest (66.47) 5.03

Provision for Taxation 0.67 4.47

Provison for Tax (deferred) 21.69 (2.78)

Tax Adjustment for earlier years 0.00 0.00

Profit after Tax (45.44) 3.34

Net profit/ (Loss) (45.44) 3.34

Amount Available for Appropriation (45.44) 3.34

Balance carried to Balance Sheet (45.44) 3.34



FINANCIAL HIGHLIGHTS:

During the year Company''s total sales including other income is Rs. 1572.33 Lacs as compared to Rs 1365.82 Lacs in the previous year and thereby registering a gradual hike of 15.12%, as compared to the previous year. Inspite of an increase in total turnover, the company has registered a net loss of Rs.(45.44) Lacs against the profit of Rs. 3.34 Lacs in the previous year, this has happen mainly because of increase in administartive expenses as compared to the previous year and decrease in valuation of stock as on 31.03. 2014.

DIVIDEND:

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

BOARD OF DIRECTORS

During the year under review, your Board inducted Mrs. Hiral Kalpesh Mehta, as an Additional Director of the Company w.e.f. 04/08/2014, who has also been appointed as an CFO in KMP category in complaince of the provisions section 203 of the Companies Act, 2013. Mrs. Hiral Kalpesh Mehta, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Board has recommended her re-appointment.

As required under clause 49 of the listing agreement with the stock exchanges, the information on the particulars of directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DEPOSITS:

The Company has been registered as a NBFC since 1998 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudentail Norms (Reserve Bank) Directions, 2007. Your company is catagorised as an Non deposit taking Non Banking Financial Company. The Company has not accepted any deposits during the year from the public within the meaning of Section 73 of The Companies Act, 2013.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-executive Directors of the Company, viz. Mr. Avadhesh Pal, Mr. Sachin Talgaonkar and Ms. Deepti Lalwani have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Esaar (India) Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. 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.

2. 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.

3. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS:

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, have been the Auditors of the Company since 18th March, 2011 and have completed a term of Three years. As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Pravin Chandak & Associates, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 3rd September, 2014, proposed the appointment of M/s. Pravin Chandak & Associates, as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 67th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

AUDITORS REPORT:

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section Section 134(1) of the Companies Act, 2013.

STATUTORY DISCLOSURES:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the said Act, this report is being sent to all the members excluding the particulars of the employees.

Directors'' Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

Disclosures as prescribed by Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC Regulations have been made in this Annual Report.

A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance Sheet.

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014-2015.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

PARTICULARS OF EMPLOYEE:

There is no employee drawing remuneration for which information is required to be submitted under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

CORPORATE GOVERNANCE COMPLIANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached to this Annual report. We have obtained a certificate from a Chartered Accountant on our compliances with clause 49 of the listing agreement with Stock Exchange

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis (MDA), forming part of this report, inter-alia, deals adequately with the operation as also current and future outlook of the company.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

COMPANIES ACT, 2013:

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/- Date: 03/09/2014 Dheeraj Shah Avadhesh Pal (Managing Director) (Director)

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Mar 31, 2012

The Directors present their 60th Annual Report with Audited Statement of Accounts for the year ended on March 31' 2012.

Financial Results

(Amt. In Lacs) Particulars Year Ended Year Ended 31/03/2012 31/03/2011

Income 305.81 128.07

Profit before Pep. & Int. 14.76 1.08

Depreciation 10.14 10.31

Interest 0.00 0.00

Profit after Depreciation & Interest 4.62 (9.23)

Provision for Taxation 4.26 0.00

Provison for Tax (deferred) (2.71) (2.68)

Tax Adjustment for earlier years (0.32) 0.00

Profit after Tax 3.40 (6.55)

Net profit/ (Loss) 3.40 (6.55)

Amount Available for Appropriation 3.40 (6.55)

Balance carried to Balance Sheet 3.40 (6.55)

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 305.81 lacs as compared to Rs 128.07 lacs in the previous year and thereby registering an increase of 138.78% as compared to the previous year. The Net Profit after tax was Rs. 3.40 Lacs against Rs. (6.55) Lacs in the previous year' registering an increase of 151.91% as compared to the previous year.

DIVIDEND

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

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act' 1956 and the Articles of Association of the Company Mr. Manoj Batra retire by rotation at the ensuing Annual General Meeting' and being eligible offers himself for reappointment.

During the financial year 2011-12' the Board of Directors appointed Mr. Dheeraj Babulal Shah as Managing Director of the Company.

Mr. Sameer Saxena has resigned as the director from the Board of the Company with effect from 25/05/2011. During'his tenure as Director' he has greatly contributed to the performance of the Company by his vast knowledge and experience.

Ms. Deepti Lalwani has ben appointed as an additional director on Board of the Company with effect from 28/08/2012. Your Directors recommend the appointment of

Ms. Deepti Lalwani as a Director of your Company at the forthcoming Annual General Meeting.

DEPOSITS

The Company has been registered as a NBFC since 1998. in terms o fthe provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudentail Norms (Reserve Bank) Directions' 2007. Your company is catagorised as an Non deposit taking Non Banking Financial Company. The Company has not accepted any deposits during the year from the public within the meaning of Section 58 A of The Companies Act' 1956.

CREATION OF STATUTORY RESERVE

Your company has been registered as a NBFC since 1998. As per the RBI Act' 1934 under section 45 IC' every NBFC company has required to transfer 20% of its net profit for every financial year.

Your company has in default in compling of this section and now company is creating statutory reserve by transferring 20% of net profit since 1998.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

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 2012 the applicable accounting standards have been followed' aiong 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 2012 on a going concern basis.

AUDITORS '

M/S. PRAVIN CHANDAK & ASSOCIATES' Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and' being eligible'

offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 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 under Section 217(3) of the Companies Act' 1956.

POSTAL BALLOT

Postal ballot was conducted by the company for the approval of members for change of Registered Office of the Company from State of West Bengal to Maharashtra' result of which has been declared in board meeting held on 03/05/2011.

SHIFTING OF REGISTERED OFFICE

The Company has filed petition to CLB' Calcutta for shifting of its registered office from Calcutta in the State of West Bengal to Mumbai in the State of Maharastara and CLB issued its order on 23rd August' 2011 consequently registered office of company has been shifted to Mumbai' Maharastara.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2011-2012 and 2012-2013.

DELISTING OF SHARES

The Registered office of the company is situated in Mumbai and Companies shares are mainly and highly traded in Bombay Stock exchange and there was hardly or thinly traded in Jaipur' Calcutta and Ahmedabad Stock Exhanges. The Company had filed the delising application to all these three Stock Exchanges and Consequently Shares of the company has been delisted from Ahmedabad Stock Exchange and Jaipur Stock Exchange.

However delisting application is in process with Calcutta Stock Exchange.

REGISTRAR AND TRANSFER AGENT

Since the registered office of the company has been shifted from the state of West Bengal to State of Maharastra and it is difficult to cordinate whith RTA situated in Calcutta' it was advised to company to change its RTA and consequently company has changed its RTA from S.K. Computers to Purva Share Registry (India) Pvt Ltd.

SUB-DIVISION OF SHARES

In order to create long term value for its investors' and to allow small investors to invest in company's stock' during the year company has sub-divided its equity share capital from face value of Rs.10/- per share to Rs.l/- per share for which company has taken the approval of members in last annual general meeting.

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.

PARTICULARS OF EMPLOYEE

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.

GREEN INITIATIVE IN CORPORATE GOVERNANCE'

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29'2011 respectively)' has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses' in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange' corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers' Shareholders' clients' Financial Institutions' customers' suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

PLACE: MUMBAI Sd/-

DATED :28/08/2012 DHEERAJ SHAH

(Managing Director)

---

Mar 31, 2011

The Members

The Directors present their SS^1 Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Results

(Amt. In Lacs)

Particulars For the year ended on

31/03/2011 31/03/2010

Income 128,07 261.59

Profit before Pep. & Int. 1.08 2.08

Depreciation 10.31 10.79

Interest 0.00 0.00

Profit after Depreciation & Interest (9.23) 1.29

Provision for Taxation 0.00 0.20

Provlson for Tax (deferred) (2.68) (2.70)

Profit after Tax (6.55) 3.79

Net profit/ (Loss) (6.55) 3.79

Amount Available for Appropriation (6.55) 3.79

Balance carried to Balance Sheet (6.55) 3.79

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 128.07 lacs as compared to Rs. 261.59 lacs in the previous year and thereby registering an decrease of 51.04 % as compared to the previous year.

DIVIDEND

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Vijay Poddar retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

Mr. Vijay Poddar and Mr. Manoj Batra were appointed as Additional Directors with effect from 18th March, 2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Vijay Poddar and Mr. Manoj Batra holds office only upto the date of the ensuing Annual General Meeting. Their appointment needs to be confirmed by the members in the General Meeting.

Mr. Dheeraj Shah Promoter Director of the Company is appointed as Managing Director of the Company with effect from 11w July, 2011 for period of five years subject to the approval of shareholders in the ensuing Annual General Meeting.

Mr. Girraj Kishor Agrawal, Mrs. Tanu Agrawal, Mr. Prasanta Bandyopadhyay and Mr. Om Prakash Saxena has resigned as the directors from the Board of the Company with effect from 18/03/2011. During their tenure as Directors, they had greatly contributed to the performance of the Company by their vast knowledge and experience.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

PJBECTQRS' 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 31 st March 2011 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 2011 on a going concern basis.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCS (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India have been revised time and again during the year under review. The company has observed all the prudential norms prescribed by Reserve Bank of India.

AUDITORS

Shareholders have appointed M/s.Pravin Chandak & Associates, Chartered Accountants as the Statutory Auditor in the Extraordinary General Meeting held March 18, 2011, in order to fill in the casual vacancy created by the resignation of the previous auditor, M/s Agarwal Gupta Nokari & Rustagi Associates

You are requested to re-appoint M/s.Pravin Chandak & Associates, Chartered Accountants as Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting and fix their remuneration.

The appointment if made would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

AUPITQRS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments 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.

PARTICULARS OF EMPLOYEE

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.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2010 - 2011.

Company has filed application to Ahemadabad Stock Exchange, the Kolkata Stock Exchange and Jaipur Stock Exchange for delisting of shares.

PREFERENTIAU ALLOTMENT

During the year Company has issued 31,77,000 equity shares at Rs.of Rs.10/- each at premium of Rs 40/- on preferential basis to, non promoters.

POSTAL BALLOT

Postal ballot was conducted by the company for the approval of change in Registered Office of the Company from State of West Bengal to Maharashta.

INCREASE IN AUTHORISED CAPITAL

During the period under review, in order to strengthen its capital base, your Company has increased its Authorised, Issued and Paid-up Share Capital from Rs.5,50,00,000/- (Rupees Five Crores Fifty Lakhs only) to Rs. 15,50,00,000/-(Rupees Fifteen Crores Fifty Lakhs only).

QREEN INITIATIVE IN CORPORATE GOVERNANCE'

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with TSRDL.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/-

PLACE: MUMBAI DHEERAJ SHAH

DATED :11/07/2011 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 58th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS : 2010 2009

Gross Turnover 26,159,714 19,071,202

Profit / (Loss) before Tax 128,928 1,938,036

Less : Provision for Taxation 20,000 199,700

Provision for FBT - 17,010

Deffered Tax (270,726) -

Profit / (Loss) after Tax 379,654 1,721,326

Add : Balance brought forward from last year 5,424,052 3,702,726

Balance Sheet carried forward 5,803,706 5,424,052

PERFORMANCE :

During the year, the company has mainly concentrated on recovering of loans and advances given to the parties.

DIVIDEND :

The Directors do not recommend any dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ending 31st March, 2010 and of the profit 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their ability:

iv) the directors have prepared the Annua] Accounts on a going concern basis.

CORPORATE GOVERNANCE

The code of Corporate Governance as provided in the Listing Agreements of the Stock Ex-changes is applicable to the Company.

SEGMENT REPORTING

The Company has three segments, hence disclosers in accordance with Accounting Standard on Segment Reporting (AS-17) have been presented.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India have been revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

DEPOSIT

The Company has not accepted any deposit during the year ended 31st March 2010 from public.

AUDITORS

Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuring Annual General Meeting and being eligible, offer themselves for reappointment. Your company has received a certificate from Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, to the effect that the appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act 1956. The observations made by the auditors are self-explanatory and require no further explanation.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being in the financial sector, disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

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.

Registered Office : For and on behalf of the Board of Directors

4A, Council House Street 1st Floor, Kolkata-700 001. (O. P. SAXENA)

Dated, the 31st day of August, 2010 Chairman