Directors Report of Gogia Capital Services Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report and the audited statement of accounts of Company for the year ended March 31,2015.

1. Financial Highlights:

Particulars As on As on 31/03/2015 31/03/2014 (INR) (INR)

Income 34,181,601 329,73,017

Profit before depreciation and tax 11,863,105 10,096,421

Deprecation 2,607,867 24,57,878

Profit before tax 9,255,238 76,38,543

Current Income Tax & Wealth Tax 2,700,000 2,087,225

Deferred Tax 164,037 4,07,854

Profit after tax 6,391,201 41,43,464

Profit carried forward to the Balance 6,391,201 41,43,464 Sheet

Earning per share on Equity Shares of 2.03 1.32 Rs. 10 each

2. Review of Performance:

During financial year 2014-15, EPS has increased from Rs. 1.32/- per share to Rs. 2.03/- per share and Profit before tax has increased by 21.16%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

4. Directors:

Mr. Sandeep Gupta retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Sandeep Gupta as director in the ensuing annual general meeting.

5. Depository System:

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories aforesaid.

6. Insurance:

The properties of the Company are adequately insured.

7. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8. Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Particulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the annual accounts on a going concern basis.

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

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL NIL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company's customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and on behalf of the Board of Directors

(SATISH GOGIA) Chairman & Managing Director

Place: New Delhi Date: 22/05/2015

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 20th Annual Report and the audited statement of accounts of Company for the year ended March 31, 2014.

1. Financial Highlights:

Particulars As on As on 31/03/2014 31/03/2013 (INR) (INR)

Income 329,73,017 40,339,289

Profit before depreciation and tax 10,096,421 19,243,655

Deprecation 24,57,878 2,250,142

Profit before tax 76,38,543 16,993,513

Current Income Tax 20,80,000 4,875,000

Deferred Tax 4,07,854 5,71,676

Provision for Wealth Tax 7,225 9,201

Profit after tax 41,43,464 1,15,37,636

Profit carried forward to the Balance Sheet NIl NIL

Earning per share on Equity Shares of Rs.10 each 1.32 3.67

2. Review of Performance:

During financial year 2013-14, EPS has decreased from Rs. 3.67/- per share to Rs. 1.32/- per share and Profit before tax has decreased by 55.05%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

4. Directors:

Mr. Brijesh Saxena retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Brijesh Saxena as director in the ensuing annual general meeting.

5. Depository System:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories aforesaid.

6. Insurance:

The properties of the Company are adequately insured.

7. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8. Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Particulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

c) prepared the annual accounts on a going concern basis.

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

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL NIL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company''s customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and on behalf of the Board of Directors (SATISH GOGIA) Chairman & Managing Director

Place: New Delhi Date: 22/05/2014

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 19* Annual Report and the audited statement of accounts of Company for the year ended March 31. 2013.

1. Financial Highlights:

Particulars As on As on 31/03/2013 31/03/2012 (INR) (INR)

Income 40,339,289 37,881,367

Profit before depreciation and tax 19,243,655 15,144,010

Deprecation 2,250,142 1,863,949

Profit before tax 16,993,513 13,280,061

Current Income Tax 4,875,000 3,700,000

Deferred Tax 571676 573,617

Provision for Wealth Tax 9201 0

Profit after tax 1,15,37,636 9,006,444

Profit carried forward to the Balance Sheet NIL 74,517 247

Earning per share on Equity Shares of Rs. 10 each 3.67 2.86



2. Review of Performance:

During financial year 2012-13. EPS has increased from Rs. 2.86/- per share to Rs 3.67/- per share and Profit before tax has increased by 21.85%

3. Dividend:

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend,

4. Directors:

Mr. Ashwani Gogia retires by rotation at the ensuing annual general meeting of the Company and being eligible, offer himself for re-appointment.

Your Directors recommends the re-appointment of Mr. Ashwani Gogia as director in the ensuing annual general meeting,

5. Depository System:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i,e. National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories aforesaid

6, Insurance:

The properties of the Company are adequately insured

7 Fixed Deposits:

Your Company has not accepted any fixed deposits from the public under section 58(A) of the Companies Act, 1956 and as such, no amount of principle or interest is outstanding as of the balance sheet date.

8 Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programs.

9. Partirulars of Employees:

No employee of the Company was drawing salary as per limits of the provisions of Section 217 of the Companies Act, 1956 and rules framed there under.

10. Responsibility statement:

As required under Section 217(2AA) of the Companies AC. 1956. your Directors confirm having:

a) followed in preparation of the annual accounts, the applicable standards with pro explanation relating to material departures, where applicable;

b) 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 veiw of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

c) prepared the annual accounts on a going concern basis.

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

Since the Company is not engaged in manufacturing or processing business, the Company has nothing to report in respect of information on conservation of energy and technology absobtion as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors Rules, 1988.

Foreign Exchange Earnings and Outgo: and Outgo:

Current Year Previous Year

Earning NIL NlL

Expenditure NIL NIL

12. Corporate Governance:

The Company has complied with the Corporate Governance norms as stipulated under clause 49 of the Listing Agreement. Detailed Report on Corporate Governance forms an integral part of this Report. Certificate of Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

13. Management Discussions and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

14. Auditors:

M/s Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would oe tn accordance with section 224 <1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of auditors at the ensuing annual general meeting.

15. Compliance Certificate:

Pursuant to the provisions of Section 383A of the Companies Act, 1956. a certificate from the Practicing Company Secretary has been obtained and annexed hereto and the same forms an integral part of the report.

16. Shifting of Registered Office of the Company:

Pursuant to Section 17 of the Companies Act, 1956. Company passed a special resolution through postal ballot pertaining to alteration of registered office clause of Memorandum of Association on 22nd January, 2013.

As required under the provisions of Companies Act, Company has filed a petition before the Regional Director, Ministry of Corporate Affairs. Northern Region for obtaining approval in respect of said purpose and order is pending to pass at the end of Regional Director.

17. Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward for receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Company''s customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.



For and on behalf of the Board of Directors



(SATISH GOGIA)

Chairman & Managing Director



Place: New Delhi

Date: 22/05/2013

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report on the business and operations of the Company for the year ended March 31, 2010.

Financial Highlights

31/03/2010 (INR) 31/03/2009 (INR)

Gross Income 36,064,764 27,404,503

Profit before depreciation and tax 11,781,423 5,467,047

Deprecation 1,768,553 1,337,307

Profit before tax 10,012,870 4,129,740

Current Income Tax 23,09,420 500,000

Fringe Benefit Tax Nil 76,735

Deferred Tax 784,557 1,040,940

MAT Credit Adjustment Nil 425,363

Profit after tax 6,918,893 2,937,428

Profit carried forward to the Balance Sheet 58,238,438 51,364,545 Earning per share on Equity Shares of Rs.10 each 2.45 0.93

Dividend:

The Board of Directors have not recommend any dividend during the year under review. Directors:

Mr. Ashwani Gogia retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment.

Depository System:

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories i.e., National Securities Depository Limited and Central Depository Services India Limited. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of dematerialization of the Companys shares on either of the Depositories aforesaid.

Insurance:

The properties of the Company are adequately insured. Fixed Deposits:

Your Company has not accepted any fixed deposits from the public. As such, no amount of principle or interest is outstanding as of the balance sheet date.

I Human Resource Management:

Harmonious employee relations continued to prevail in the Company. The Company continued its focus on training and development of people through internal and external management development programmes.

Particulars of Employees:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and rules framed there under, are not applicable.

Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

a) Followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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-your Company at the end of the financial year and of the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

d) Prepared the Annual Accounts on a going concern basis.

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

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. The details regarding foreign exchange earnings and outgo are given as Annexure III to this report.

Foreign Exchange Earning and Outgo:

Current Year Previous Year

Earning NIL (NIL)

Expenditure NIL (NIL)

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed Report on Corporate Governance forms an integral part of this Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

Auditors:

M/s. Sunil Kulshreshta & Associates, Chartered Accountants, Statutory Auditors of the Company retire and offer themselves for re-appointment as the Statutory Auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Acknowledgements:

Relationship with Stock Exchange and our bankers, Securities and Exchange Board of India & other Regulatory authorities, State Government and Central Government remained excellent during the year under review. Your Directors are grateful for the support extended by them and look forward to receiving their continued support and encouragement.

Your Directors take this opportunity to thank all employees, for their dedicated service and contribution made towards the growth of the Company and also for rendering impeccable service to every one of the Companys customers.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

For and behalf of the Board of Directors

Place : New Delhi SATISH GOGIA

Date : 15/06/2010 Chairman & Managing Director