Directors Report of Haryana Capfin Ltd.

Mar 31, 2018

To the Members,

The Directors are pleased to present the 20th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2018.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Lakhs)

	Year Ended	Year Ended
	31.03.2018	31.03.2017
Total Income	212.29	137.31
Profit before Tax	164.20	97.92
Less: Provision for Tax - Current	6.00	8.46
- Earlier years	0.88	-
Profit after Tax	157.32	89.46
Balance brought forward from previous year	1158.45	1096.88
Profit available for appropriation	1315.77	1186.34
Appropriations
- Statutory Reserves	31.47	17.89
- Transfer to General Reserve	10.00	10.00
- Surplus carried to Balance sheet	1274.30	1158.45
	1315.77	1186.34

DIVIDEND

With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

RESULTS OF OPERATIONS

Total income of the Company during the year was Rs. 212.29 lakhs as against Rs. 137.31 lakhs in the previous year. The profit before tax during the year was Rs. 164.20 lakhs as against Rs. 97.92 lakhs in the previous year. The Profit after tax was Rs. 157.32 lakhs as against Rs. 89.46 lakhs in the previous year.

SUBSIDIARY COMPANY

The Company has no subsidiary as on 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Shruti Raghav Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mrs. Shruti Raghav Jindal, Whole-Time Director, Shri Rajender Singh, CFO and Mrs. Sandhya Tiwari, Company Secretary.

BOARD MEETINGS

During the year, 4 (Four) Board meetings were held. The details whereof are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual performance evaluation of its own, Board Committees and individual Directors pursuant to the provisions of the CompaniesAct, 2013 and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole was evaluated. The Company has no designated Chairman.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the Directors’ Report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The Company’s business operations are exposed to financial risks including Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate the various element of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. Audit Committee periodically reviews the adequacy of Internal Financial Controls.

During the year, such controls were tested and no reportable material weakness were observed.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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;

(iv) that the Annual Accounts for the year ended 31st March, 2018 have been prepared on a going concern basis;

(v) that the internal financial controls laid down by the Board and being followed by the Company are adequate and were operating effectively; and

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As Required under Section 92(3) of the Companies Act, 2013, the extract of the Annual Return in prescribed Form MGT -9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri K. K. Bhartia, Chairman, Smt. Shruti Raghav Jindal and Shri Krishna Kumar Khandelwal, as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of conduct. The said policy has been disclosed on the Company’s website under the web link http://www.haryanacapfin.com/VIGILMECHANISM.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) (b) of the Companies Act, 2013, provisions of Section 186 are not applicable to any acquisition made by a non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities (i.e. investment and lending activities).The Company has not given any guarantee or provided any security.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/ arrangement/transactions with the related parties as defined under provisions of Section 188 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thus disclosure in form AOC-2 is not required.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

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

The Company has constituted an Internal Compliants Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s A.M.A.A & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of 17th Annual General Meeting of the Company till the conclusion of the 22nd Annual General Meeting.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

COST RECORDS

The Company is not required to maintain cost records as specified by the Centre Government under Section 148(1) of the Companies Act 2013.

SECRETARIALAUDIT

The Board has appointed M/s Hemant Singh & Associates, Company Secretaries to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

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

In view of the business activities of the Company, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3) (m) of the CompaniesAct, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection to the shareholders of the Company at the registered office of the Company during working hours till the ensuing Annual General Meeting and any shareholder interested in obtaining such information may write to the Company Secretary at the Corporate Office of the Company.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31st March, 2018 and till the date of this report.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks, Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For and on behalf of the Board

Place : Gurugram Shruti Raghav Jindal Kamal Kishore Bhartia

Dated : 13th August, 2018 Whole Time Director Director

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 17th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Rs. in Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 225.06 208.86

Profit before Tax 189.68 195.17

Less: Provision for Tax - Current 10.40 9.75

- Earlier year - 1.71

Profit after Tax 179.28 183.71

Balance brought forward from previous 852.16 715.20 year

Profit available for appropriation 1031.44 898.91

Appropriations

- Statutory Reserves 35.86 36.75

- Transfer to General Reserve 10.00 10.00

- Surplus carried to Balance sheet 985.58 852.16

1031.44 898.91

DIVIDEND

With a view to conserve resources for future business operation of the Company, your Directors do not recommend any dividend for the year under review.

RESULTS OF OPERATIONS

Total income of the Company during the year was Rs. 225.06 lacs as against Rs. 208.86 lacs in the previous year. The Profit before tax during the year was Rs. 189.68 lacs as against Rs. 195.17 lacs in the previous year. The Profit after tax was Rs. 179.28 lacs as against Rs. 183.71 lacs in the previous year.

SUBSIDIARY COMPANY

The Company has no subsidiary as on 31st March, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Shruti Raghav Jindal, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The Board has appointed Shri Krishna Kumar Khandelwal as an Additional Director of the Company on 26th May, 2015. Shri Krishna Kumar Khandelwal has also been proposed to be appointed as an Independent Director.

Items seeking your approval on the above matters are included in the Notice convening the Annual General Meeting.

All Independent Directors of the Company have given declaration 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.

Shri Saket Jindal resigned as Director of Company w.e.f. 22nd April, 2015. The Board expresses its appreciation to Shri Saket Jindal for his valuable guidance as Director of the Company.

Ms. Dipika Gupta resigned as Chief Financial Officer of the Company w.e.f. 30th June, 2015.

Ms. Sonia Yadav resigned as Company Secretary of the Company w.e.f. 11th September, 2014. The Board has appointed Mr. Tarun Dua as Company Secretary of the Company w.e.f. 10th March, 2015.

BOARD MEETINGS

During the year, 6 (six) Board meetings were held. The details of which are given in the Corporate Governance Report.

BOARD EVALUATION

The Board of Directors has carried out an Annual evaluation of its own performance, Board Committee and individual Directors pursuant to the provisions of the Act and under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of the Directors' Report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. The company's business operations are exposed to financial risks including Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate the various element of risks, if any, which in the opinion of the board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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;

(iv) that the Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis;

(v) that the internal financial controls laid down by the Board and being followed by the company are adequate and were operating effectively;

(vi) that the proper systems, devised by Directors to ensure compliance with the provisions of all applicable laws, were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company, as on 31st March, 2015 consisted of Shri Shyam Lal Bindal, Chairman, Shri Saket Jindal and Shri K.K. Bhartia, as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of conduct. The said policy has been disclosed on the Company's website under the web link http://www.haryanacapfin.com/VIGILMECHANISM.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11)(b) of the Companies Act, 2013, provisions of Section 186 are not applicable to any acquisition made by a non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities (i.e. investment and lending activities). The Company has not given any guarantee or provided any security.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange (BSE), Corporate Governance Report along with Auditors' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

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

The Company has constituted as Internal Complaint Committee under section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

M/s. B.K. Shroff & Co., Chartered Accountants, New Delhi, have expressed their unwillingness to be re-appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Board has recommended the appointment of M/s A.M.A.A & Associates, Chartered Accountants as Auditors of the Company at the ensuing Annual General Meeting to hold office from the conclusion of the ensuing Annual General Meeting till conclusion of 22nd Annual General Meeting of the Company. M/s A.M.A.A & Associates, Chartered Accountants have furnished a letter confirming their eligibility and consent to act as Auditors of the Company, if appointed, at the ensuing Annual General Meeting of the Company.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed M/s Hemant Singh & Associates, Company Secretaries in practice to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the year ended 31st March, 2015 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

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

In view of the business activities of the Company, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

However in pursuance of Section 136(1) of the Act, this report is being sent to the shareholder of the Company excluding the said information. The said information is available for inspection to the shareholders of the Company at the registered office of the Company during working hours till the ensuing Annual General Meeting and any shareholders interested in obtaining such information may write to the Company Secretary at the Corporate Office of the Company.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For and on behalf of the Board

Place : Gurgaon Dated : 5th August, 2015 Shruti Raghav Jindal Kamal Kishore Bhartia Whole Time Director Director

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Mar 31, 2014

To the Members,

The Directors are pleased to present the 16th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Total Income 208.86 192.69

Profit before Tax 195.17 178.97

Less: Provision for Tax - Current 9.75 4.24

- Earlier year 1.71 -

Add: MAT Credit Entitlement - (2.59)

Profit after Tax 183.71 177.33

Balance brought forward from previous year 715.20 583.34

Profit available for appropriation 898.91 760.67

Appropriations

- Statutory Reserves 36.75 35.47

- Transfer to General Reserve 10.00 10.00

- Surplus carried to Balance Sheet 852.16 715.20

898.91 760.67

DIVIDEND

With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

OPERATIONS

Total income of the Company during the year was Rs. 208.86 lacs as against Rs. 192.69 lacs in the previous year. The profit before tax during the year was Rs.195.17 lacs as against Rs. 178.97 lacs in the previous year. The Profit after tax was Rs. 183.71 lacs as against Rs. 177.33 lacs in the previous year.

DIRECTORS

Shri Saket Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Sudhir Kumar Singhal resigned as Director of the Company wef 30th June, 2014.

The Board of Directors of the Company had appointed Smt. Shruti Raghav Jindal as an Additional Director of the Company on 1st July, 2014. In terms of section 161 of the Companies Act, 2013 she holds office upto the date of ensuing Annual General Meetings of the Company.

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company has appointed Smt. Shruti Raghav Jindal as Whole time Director of the Company for a period of three years on the terms and conditions, including remuneration, as recommended by the said Committee. Pursuant to Section 149 of the Companies Act, 2013, your Directors are seeking appointment of Shri Kamal Kishore Bhartia and Shri Shyam Lal Bindal as Independent Directors for a period of five years.

The Company has received notices under Section 160 of the Companies Act, 2013 along with deposit of requisite amount from members proposing the candidature of above Directors of the Company.

Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

FIXED DEPOSIT

Your Company has not accepted any Public deposits and as such, no amount of principal or interest on public deposit was outstanding as on the date of the Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for financial year ended 31st March, 2014, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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 Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis. AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri Shyam Lal Bindal, Chairman, Shri Saket Jindal and Shri K.K. Bhartia, as its other members. The Board of Directors of your Company has revised its terms of reference to be in conformity with the requirements of Section 177 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement.

NOMINATION AND REMUNERATION COMMITTEE

Your Directors have constituted the Nomination and Remuneration Committee, comprising Shri. K.K. Bhartia as the Chairman and Shri Saket Jindal and Shri Shyam Lal Bindal, as its other members.

The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal etc. STAKEHOLDERS; RELATIONSHIP COMMITTEE

Your Directors have renamed the ''Shareholders''/Investors Grievance cum Share Transfer Committee'' as Stakeholders'' Relationship Committee, with revised terms of reference in accordance with provisions of the Companies Act, 2013 and Clause 49 of the listing agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchange, a separate Report on Corporate Governance has been annexed as part of the Annual Report. Certificate from the Practicing Company Secretary confirming Compliance of Conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis is attached as a part of the Annual Report.

AUDITORS

M/s B. K. Shroff & Co. Chartered Accountants, New Delhi, the retiring Auditors, hold office upto the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on reappointment.

The observations of Auditors are explained, wherever necessary in the appropriate notes on accounts. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of the Section 217(1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding information on conservation of energy etc. do not apply to the Company.

There is no foreign exchange earning or outgo during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee in the Company drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

By order of the Board

Place : Gurgaon Dated : 6th August, 2014 SAKET JINDAL Chairman

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Mar 31, 2013

To the Members,

The Directors are pleased to present the 15th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs) Year ended Year ended 31.03.2013 31.03.2012 Total Income 192.69 176.83

Profit before Tax 178.97 163.23

Less: Provision for Tax - Current 4.24 1.04

- Deferred 0.15

Add: MAT Credit Entitlement (2.59) (1.00)

Profit after Tax 177.33 163.04

Balance brought forward from previous year 583.34 462.91

Profit available for appropriation 760.67 625.95

Appropriations

- Statutory Reserves 35.47 32.61

- Transfer to General Reserve 10.00 10.00

- Surplus carried to Balance Sheet 715.20 583.34

760.67 625.95

DIVIDEND

With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

OPERATIONS

Total income of the Company during the year was Rs. 192.69 lacs as against Rs. 176.83 lacs in the previous year. The profit before tax during the year was Rs. 178.97 lacs as against Rs. 163.23 lacs in the previous year. The Profit after tax was Rs. 177.33 lacs as against Rs. 163.04 lacs in the previous year.

DIRECTORS

Shri K. K. Bhartia, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for financial year ended 31st March, 2013, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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 Annual Accounts for the year ended 31s1 March, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchange, a separate Report on Corporate Governance has been annexed as part of the Annual Report. Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis is attached as a part of the Annual Report. AUDITORS

M/s B. K. Shroff & Co. Chartered Accountants, New Delhi, the retiring Auditors, hold office upto the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have conformed their eligibility and willingness to accept the office on reappointment.

The observations of Auditors are explained, wherever neessary in the appropriate notes on accounts.

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

Provisions of the section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding information on conservation of energy etc. do not apply to the Company.

There is no foreign exchange earning or outgo during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee in the Company drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon SAKETJINDAL

Dated : 8th August, 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present the 14th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Total Income 176.83 174.60

Profit before Tax 163.23 162.10

Less: Tax expense

- Current 1.04 -

- Deferred 0.15 -

Add: MAT Credit Entitiement (1.00) -

Profit after Tax 163.04 162.10

Balance brought forward from previous year 462.91 343.23

Profit available for appropriation 625.95 505.33

Appropriations

- Statutory Reserve 32.61 32.42

- Transfer to General Reserve 10.00 10.00

- Surplus carried to Balance Sheet 583.34 462.91

625.95 505.33

DIVIDEND

With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

OPERATIONS

Total income of the Company during the year was Rs. 176.83 lacs as against Rs. 174.60 lacs in the previous year. The Profit after tax was Rs. 163.04 lacs as against Rs. 162.10 lacs in the previous year.

DIRECTORS

Shri Shyam Lal Bindal, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board of Directors has reappointed Shri Sudhir Kumar Singhal as Whole Time Director of the Company for a period of 5 years w.e.f. 1st November, 2011.

FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for financial year ended 31st March, 2012, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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 Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchange, a separate Report on Corporate Governance has been annexed as part of the Annual Report. Certificate from the Practicing Company Secretary confirming Compliance of conditions of Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis is attached as a part of the Annual Report.

CHANGE OF REGISTERED OFFICE

The registered office of the Company has been shifted from the State of Haryana to the State of Maharashtra w.e.f. 23rd August, 2012.

AUDITORS

M/s B. K. Shroff & Co. Chartered Accountants, New Delhi, the retiring Auditors, hold office upto the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The Auditors' observations and the relevant notes on accounts are self-explanatory and therefore, do not call for further comments.

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

Provisions of the Section 217(1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding information on conservation of energy etc. do not apply to the Company.

There is no foreign exchange earning or outgo during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee in the Company drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon SAKET JINDAL

Dated : 23rd August, 2012 Chairman

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Mar 31, 2010

The Directors are pleased to present the 12th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended

31.03.2010 31.3.2009

Total Income 143.69 136.08

Profit before Tax 131.01 121.81

Less: Provision for Tax - Current - -

- Deferred 5.16 (2.31)

- Fringe Benefit tax - 0.01

Profit after Tax 125.85 124.11

Excess Provision for Income Tax for earlier years written back (Net) - (1.06)

Profit after tax & adjustment 125.85 125.17

Balance brought forward from previous year 252.54 162.41

Profit available for appropriation 378.39 287.58

Appropriations

- Statutory Reserves 25.17 25.04

- Transfer to General Reserve 10.00 10.00

- Surplus carried to Balance sheet 343.22 252.54

378.39 287.58

DIVIDEND



With a view to conserve resources for future business operations of the Company, your Directors do not recommend any dividend for the year under review.

OPERATIONS

Total income of the Company during the year was Rs. 143.69 lacs as against Rs. 136.08 lacs in the previous year. The profit before tax during the year was Rs. 131.01 lacs as against Rs. 121.81 lacs in the previous year. The Profit after tax and adjustment was Rs. 125.85 lacs as against Rs. 125.17 lacs in the previous year.

DIRECTORS

Shri B. K. Narula, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for financial year ended 31st March, 2010, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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) that proper and sufficient care has been taken 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 Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchange, a separate Report on Corporate Governance has been annexed as part of the Annual Report. Certificate from the Practising Company Secretaries, confirming Compliance of conditions of Corporate Governance is annexed to this Report.

CEO/CFO CERTIFICATE

Shri Sudhir Kumar Singhal, Wholetime Director of the Company has furnished the required certificate to the Board of Directors pursuant to Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis is attached as a part of the Annual Report.

AUDITORS

M/s B. K. Shroff & Co. Chartered Accountants, New Delhi, the retiring Auditors, hold office up to the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on reappointment.

The Auditors observations and the relevant notes on accounts are self-explanatory and therefore, do not call for further comments.

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

Provisions of the Section 217(1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding information on conservation of energy etc. does not apply to the Company.

There is no foreign exchange earning or outgo during the period under review.

PARTICULARS OF EMPLOYEES

There was no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon SAKET JINDAL

Dated: 9th August, 2010 Chairman