Directors Report of Kwality Credit & Leasing Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you 23rd Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2015.

1.Financial Summary or Highlights.

(in Rs.) Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Total Revenue 90,38,425 2,20,95,234 90,38,425 2,20,95,234

(Less):Total Expenditure 1,18,07,201 2,17,31,441 1,18,20,637 2,17,75,811

Profit before Exceptional & Extraordinary Items (27,68,776) 3,63,793 (27,82,212) 3,19,423

Add/(Less): Exceptional Items - - - -

Add/(Less): Extraordinary Items (Loss on Sale (22,306) - (22,36) -

of Fixed Assets)

Profit Before Tax (27,91,028) 3,63,73 (28,04,518) 3,19,423

(Less): Provision for Current Tax - (1,12,412) - (1,12,412)

(Less):Contingent provision for Standard Assets (14,862) (1,17,383) (14,862) (1,17,383)

Net Profit after Tax (28,05,944) 1,33,998 (28,19,380) 89,628

(Less): Transfer to Statutory Reserve - (26,800) - (26,800)

Add/(Less): Brought forward from previous year (12,24,416) (13,31,614) (12,68,786) (13,31,614)

Balance carried to Balance Sheet (40,30,360) (12,24,416) (40,88,166) (12,68,786)

2. Consolidated Financial Statements.

In accordance with the Companies Act, 2013 (hereinafter referred to as "the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates the audited consolidated financial statement is provided in the Annual Report.

3. Change in Share Capital.

During the year under review, there has been no change in the Authorized or Paid-up Share Capital. The Authorized Share Capital of the Company stands at Rs.4,70,00,000/- divided into 47,00,000 Equity Shares of Rs.10 each. The Paid-up Share Capital of the Company is Rs.4,22,27,030 divided into 42,22,703 Equity Shares of Rs.10/- each.

4. Corporate Governance.

Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 Clause 49 of the Equity Listing Agreement is not applicable to the Company. However, on a voluntary basis the Company has complied with the provisions of Clause 49 to the extent feasible for the Company.

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Practicing Company Secretary regarding compliance with the condition of Corporate Governance is annexed to the said Report.

5. Extract of Annual Return

The Extract of the Annual Return as on the financial year ended on 31st March, 2015, in Form MGT-9 pursuant to section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended to the Directors' Report in Annexure - 1.

6. Number of Meetings of the Board.

The Board of Directors of the Company met six (6) times during the Financial Year under review, i.e. on 30/04/2014, 29/05/2014, 01/08/2014, 14/11/2014, 06/02/2015 and 30/03/2015.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Act and Clause 49(II)(B)(6) of the Listing Agreement was held on 31st March, 2015.

All the meetings were held in accordance with the provisions of the Act and the Listing Agreement.

The Details of the above meetings are given in Corporate Governance Report which is annexed in the Annual Report.

7. Disclosure pursuant to Section 177(8) of the Act-Composition of the Audit Committee.

Pursuant to section 177(8) of the Act disclosure of the Composition of Audit Committee is given below:- The Audit Committee of the Company comprises of three Non-Executive Independent Directors and one Executive Director as on 31st March, 2015 and is chaired by Mr. Suresh Kumar Jain (having DIN: 00705828), non-executive Independent Director. The details of the same is more fully provided in the Corporate Governance Report.

During the Financial Year under review, the Committee met four (4) times and all such meetings were held in accordance with the provisions of the Act and the Listing Agreement.

Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2014-15.

8. Composition of the Nomination and Remuneration Committee.

Pursuant to the requirements of Section 178 of the Act, the Nomination and Remuneration Committee of the Company comprises of three Non-Executive Independent Directors and one Executive Director.

The details of the Committee are provided in the Corporate Governance Report.

9. Composition of the Stakeholders Relationship Committee.

Pursuant to the requirements of Section 178 of the Act, the Stakeholders Relationship Committee of the Company consists of three Non-Executive Independent Directors as on 31st March, 2015.

The details of the Committee are provided in the Corporate Governance Report.

10. Directors' Responsibility Statement.

Pursuant to Section 134(3)(c) read with section 134 (5) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company hereby make the following statements:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies 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 as on the Financial Year ended on 31st March, 2015 and of the profit of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by the Independent Directors.

Pursuant to Section 149(7) of the Act, all the independent directors have submitted the statement at their first Board Meeting of the financial year under review that they meet the criteria of independence as laid down under section 149(6) of the Act, read with clause 49 of listing agreement.

12. Policy on Directors' Appointment & Remuneration.

Pursuant to the provisions of Section 178(4) of the Act read with the Rules made there under and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.

While formulating the Policy, the Nomination and Remuneration Committee has assured that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriate benchmarks; and

c. The remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for the Financial Year 2014-15.The shareholders may also visit the Company's website, viz; www. kwalitycredit.com for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

13. Auditors & Auditors' Report.

A. Statutory Auditors

M/s. Pachisia & Associates, Chartered Accountants (Firm Registration No. 327542E) of 454, Dumdum Park, Kolkata – 700 055, was appointed as the Statutory Auditor of the Company for a period of five years from the conclusion of the 22nd Annual General Meeting, held on 29th September, 2014, till the conclusion of the 27th Annual General Meeting, subject to ratification by members at every subsequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarks or qualification.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Rules made there under, Mr. Praveen Sharma (C.P. No. 14501, Membership No. A30365), Company Secretary in whole-time Practice, was appointed for the issuance of the Secretarial Audit Report for the Financial Year 2014-15.

D. Secretarial Audit Report

The Secretarial Audit Report does not contain any adverse remark. The Secretarial Audit Report is annexed herewith as Annexure - 2.

14. Particulars of Loans, Guarantees or Investments under Section 186 of the Act.

The provisions of section 186 are not applicable upon a Non-Banking Financial Company. Therefore, the Company is not required to provide any disclosure pursuant to Section 134(3)(g) of the Act.

15. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form.

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business.

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

During the year under review, the Company has not entered into any material related party transaction as defined in Clause 49 of the Listing Agreement. All Related Party Transactions were placed before the Audit Committee and the Board for approval. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with the Rules made there under.

16. State of Company Affairs & Future Outlook.

During the Financial year under review, the Company has recorded a total income of Rs.90,38,425/- (standalone) for the current financial year as compared to Rs.2,20,92,234/-, for the previous financial year.

The Loss After Tax on a standalone basis amounted to Rs.(28,05,944/-) as against profit of Rs.1,33,998/- in the previous year.

17. The amount proposed to be carried to reserves.

The detail of the amounts apportioned to the reserves has been provided under the category "Financial Summary or Highlights" in this Directors Report.

18. Dividend

Due to loss, your Directors do not recommend any dividend for the financial year under review.

19. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the Report.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

20. Disclosure pertaining to the effect on the financial results of material changes in the composition of the Company, if any, pursuant to Clause 41(iv)(m) of the Listing Agreement.

There has not been any material change in the composition of the Company and therefore the Disclosure of Clause 41(IV(m) of the Listing Agreement pertaining to material changes in the composition of the Company, is not applicable upon the Company.

21. Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo.

In terms of Section 134 (3) (m) of the Act read with the Rules made there under, the Company has no activity relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo during the financial year under review.

22. Risk Management Policy

During the year, the Company constituted a Risk Management Committee in accordance with Clause 49 of the Listing Agreement which has been entrusted with the responsibility of:

a) Overseeing and approving the Company's enterprise wide risk management framework; and

b) Overseeing that all the risks that the organization faces.

Accordingly, the Company has in place a Risk Management Policy in accordance with Clause 49 of the Listing Agreement provisions and in compliance with Section 134(3)(n) of the Act. The Policy provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Pursuant to Schedule IV (II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is resilient.

Further, in compliance with Clause 49(I)(D)(2)(a) of the Listing Agreement, the Board of Directors have also been reviewing on a periodical basis the Risk Management Policy of the Company to make it at par with the Company's objectives.

23. Policy on Corporate Social Responsibility (CSR) Initiatives.

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of the Act.

24. Manner of Formal Annual Performance Evaluation of the Board, Individual Directors and Committees.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 , other applicable provisions of the Act, and various applicable clauses of the Listing Agreement, the manner in which annual performance of individual directors and the committees were evaluated in the reported year, is described hereunder:- a. Pursuant to Clause 49(IV)(B)(1), the Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are described in the Corporate Governance Report.

b. The Nomination & Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director's performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Clause 49(IV)(B)(4) of the Listing Agreement.

c. The performance evaluation criteria of the Board and Independent Directors has been formulated by the Nomination and Remuneration Committee Pursuant to Clause 49(IV)(B)(2) of the Listing Agreement.

d. Pursuant to section 178(2) of the Act, the Nomination and Remuneration Committee of the Company carries out the performance evaluation of the individual directors.

e. Further, the Committee has also devised a Policy on Board Diversity as provided in Clause 49(IV)(B)(3) of the Listing Agreement.

f. Pursuant to Clause VIII of Schedule IV to the Act and Clause 49(II)(B)(5) of the Listing Agreement, the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated. On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is considered.

g. Pursuant to Clause VII of Schedule IV to the Act and Clause 49(II)(B)(6) of the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 31st March, 2015 to Review of the performance of the non-independent directors and the Board as a whole and that of the Chairman of the company, taking into account the views of the executive directors and non-executive directors. The parameters of evaluation was as per the criteria formulated by the Nomination and Remuneration Committee.

h. Further, the board monitors and reviews the board evaluation framework in compliance with Clause 49 (I)(D)(2)(i) of the Listing Agreement and evaluates the performance of all the Committees.

25. Nomination and Remuneration Policy.

Section 178 of the Act, read with Rules made there under and Clause 49(IV)(B) of the Listing Agreement, defines the role of the Nomination and Remuneration Committee to include, inter alia amongst others, the following:

a. To formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other

employees.

b. To identify 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.

The shareholders may also visit the Company's website www.kwalitycredit.com for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

26. Change in the nature of business.

There has been no change in the nature of business of the Company in the Financial Year under review.

27. Directors and Key Managerial Personnel.

a. Non-Executive, Independent & Executive Directors

Mr. Bhagwan Das Soni (DIN- 02308414), being Executive Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as the Managing Director without any variation in the terms of his appointment.

Pursuant to Section 149 of the Act read with the Rules made hereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years.

In this connection, all the Independent Directors of the Company, via: Mr. Amu Thapa and Mr. Suresh Kumar Jain were appointed for a term of five consecutive years commencing from the conclusion of 22nd Annual General Meeting of the Company, keeping in view their educational / professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment.

Further, the Board of Directors of the Company has appointed Ms. Namrata Chakraborty (DIN-06937620) as an Additional Director of the Company with effect from 30th March, 2015. She is holding office as an Independent Director of the Company and is entitled to hold office as additional director up to the date of ensuing Annual General Meeting. Accordingly, it is proposed to appoint Ms. Namrata Chakraborty as a non-retiring Independent Director of the Company in accordance with Section 149 of the Act, to hold office till the conclusion of 28th AGM, i.e. for a tenure of 5 years.

b. Chief Financial Officer

Mr. Subrata Dutta is the Chief Financial Officer of the Company.

28. Names of Companies which have become or ceased to be the Company's Subsidiaries, Joint Ventures or Associate Companies during the year under review.

Name of the Companies which became subsidiaries in the financial year under review are as follows:

i. KCL Energy Limited

ii. KCL Enclave Limited

iii. KCL Impex Limited

iv. KCL Jewelers Limited

v. KCL Resorts Limited

vi. KCL Warehousing Limited

vii. KCL Agri Products Limited

viii. KCL Machinery Traders Limited

ix. KCL fashion Limited

x. KCL Media Limited

xi. Tropicana Housing Limited

xii. Tropicana Heights Limited

xiii. Tropicana Residency Limited

xiv. Tropicana Real Estates Limited

xv. Tropicana Consultants Limited

xvi. Maxwell Residency Limited

xvii. Maxwell Real Estates Limited

xviii. Maxwell Heights Limited

xix. Maxwell Housing Limited

xx. Maxwell Homes Limited

Further, the business of above mentioned companies have not commenced and during the year under review, no subsidiary of the Company ceased to be subsidiary of the Company.

Further, the Company does not have any associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company.

29. Annual Accounts of the Subsidiaries.

In accordance with Section 129(3) of the Act, and rules there under, the Consolidated Financial Statement is presented in the Annual Report 2014-15. The audited financial statements together with the Consolidated Financial Statements and related information of the Company and audited accounts of each subsidiary company are available on the Company's Website www.kwalitycredit.com. It shall also lay down the Separate Financial Statements of the Subsidiaries with the Financial Statement of the Company in its Annual General Meeting.

Having regards to the first proviso to Section 136 of the Act read with the Rules made there under, a separate statement containing the salient features of the financial statement i.e., Form AOC-1 is disclosed in Annexure-3. The Company will provide a copy of the annual accounts in respect of each Subsidiary to the shareholders on request and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and the respective Subsidiary Companies. Any member interested in obtaining the said information may write to Mr. Bhagwan Das Soni, Managing Director at 27, Weston Street, 5th Floor, Room No.526, Kolkata-700 012, E-Mail ID: [email protected] and the same shall be furnished on request.

As per Listing Agreement, a policy on material subsidiaries as approved by the board may be assessed on the Company's Website www.kwalitycredit.com.

30. Details relating to deposits covered under Chapter V of the Act.

The Company has not accepted any deposits during the financial year under review. No public deposits are outstanding or held by the Company as on 31st March, 2015.

31. Details of deposits which are not in compliance with the requirements of Chapter V of the Act.

Since the Company has neither accepted any deposits during the financial year under review nor has any outstanding deposits as on 31st March, 2015, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance with the requirements of Chapter V of the Act.

32. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations in the concerned financial year.

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

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

Pursuant to the section 177(4)(vii) of the Act and the SEBI Circular No. CIR/CFD/POLICY CELL/2/2014, dated 17th April, 2014 regarding the amendment of Clause 49 of the Listing Agreement, applicable with effect from 1st October, 2014, the Audit Committee has been empowered by the Board in its meeting to review the adequacy of internal financial controls and the risk management systems of the Company.

Thus, the audit committee ensures that there is a direct relationship between the Company's objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

34. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no employee whose remuneration exceeds the limit prescribed under section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, Various disclosures pursuant to the section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:

I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration

Mr. Bhagwan Das Soni - Managing Director 3.57

Mr. Amu Thapa- Non-executive Director - No remuneration or sitting fees was paid

Mr. Suresh Kumar Jain - Non-executive Director - No remuneration or sitting fees was paid

Ms. Namrata Chakraborty- Non-executive Director Since this information is for part of the year, the same is w.e.f. 30.03.2015 not comparable. It be further noted that no remuneration or sitting fees was paid to her.

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Chief Financial % increase in remuneration in the Financial Year Officer and Company Secretary

Mr. Bhagwan Das Soni- Managing Director - No increase in remuneration

Mr. Subrata Dutta - Chief Financial Officer - Since this information is for part of the year, the same is not comparable. It would be further noted that no remuneration was paid to him.

Mr. Amu Thapa - Non-executive Director - No remuneration or sitting fees was paid

Mr. Suresh Kumar Jain- Non-executive Director - No remuneration or sitting fees was paid

Ms. Namrata Chakraborty- Non-executive Director w.e.f. 30.03.2015 Since this information is for part of the year, the same is not comparable. It would be further noted that no remuneration or sitting fees was paid to her.

III. The percentage increase in the median remuneration of the employees in the financial year.

There has been no increase or decrease in the median remuneration of the employees during the financial year under review.

IV. The number of permanent employees on the rolls of the company.

As on 31st March, 2015, there are 5 employees on the role of the Company.

V. The explanation on the relationship between average increase in remuneration and company performance.

There has been no increase in remuneration of any of the Directors or employees.

VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

Comparative Parameter Amount (in Rs. )

Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2014-15. 1,50,000

Total Revenue 90,38,425

Remuneration of KMP's as a percentage of Total Revenue 1.66%

Profit before tax (27,91,082)

Remuneration of KMP's as a percentage of Profit before Tax -5.37%

Profit after tax (28,05,944)

Remuneration of KMP's as a percentage of Profit after Tax -5.35%

VII. Variations in:

A. The market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars 31st March 2015 31st March, 2014 % Change

Market Rs. 9,24,77,195.70 Rs. 44,33,83,815.00 -79.14 Capitalization (Equity Shares are not traded in CSE (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated Platform. Thus Market Cap. is calculated on the basis of the last traded price of on the basis of the last traded price of the BSE Platform the BSE Platform

Price Earnings 0.00 3500 -100.00 Ratio

B. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer

Particulars 31st March, 2015 (IPO) % Change

Market Price 21.90 The Company has not made any Public Issue or 0.00 Rights issue of securities in the last 15 years, so comparison have not been made of current share price with public offer price.

VIII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof.

There were no exceptional circumstances or increase for managerial personnel in the last financial year. The percentile increase process and policy was same for the managerial personnel and all the other employees.

IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.

Mr. Bhagwan Das Soni - Managing Director

Comparative Parameter Amount (in Rs.)

Aggregate remuneration of Key Managerial Personnel (KMP) 1,50,000 in the Financial Year 2014-15.

Total Revenue 90,38,425

Remuneration of KMP's as a percentage of Total Revenue 1.66%

Profit before tax (27,91,082)

Remuneration of KMP's as a percentage of Profit before Tax -5.37%

Profit after tax (28,05,944)

Remuneration of KMP's as a percentage of Profit after Tax -5.35%

X. The key parameters for any variable component of remuneration availed by the directors.

Any variable component of remuneration payable to the Directors is based on the parameters, as approved by the Board of Directors, on the basis of the recommendation of the Nomination and Remuneration Committee. The said parameters are set considering the provisions of applicable regulations and Nomination & remuneration Policy of the Company.

XI. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

None of the employees' remuneration is more than that of the highest paid director for the Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirm that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

35. Vigil Mechanism / Whistle Blower Policy.

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with the Companies(Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Equity Listing Agreement (as amended by the Securities and Exchange Board of India (SEBI) vide Circular nos. CIR/CFD/POLICY CELL/2/2014, dated 17th April, 2014 and CIR/CFD/POLICY CELL/7/2014, dated 15th September, 2014), a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.

36. Insider Trading.

The Company has put in place a prevention of Insider Trading Code based on SEBI(Prohibition of Insider Trading) Regulations,1992. This code was applicable to all Directors and select employees. The code ensured prevention of dealing in shares by persons having access to unpublished price sensitive information.

The aforesaid Code was effective till 14th May, 2015 & thereafter repealed with the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading", pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, effective from 15th May, 2015.

The aforesaid Codes have been disclosed on the website of the Company.

37. Transfer of amount to The Investor Education And Protection Fund.

There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of Section 205A(5) and 205C of the Companies Act,1956.

38. Listing

The Company's shares are listed on the Calcutta Stock Exchange Limited, BSE Ltd. and Jaipur Stock Exchange Ltd. The Company has paid the annual listing fee for the financial year 2015-16 to the Stock Exchanges.

39. Prudential Norms for NBFC's.

The Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

40. Green Initiative.

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail with M/s. C.B. Management Services (P) Ltd., P-22, Bondel Road, Kolkata 700 019, E- mail: [email protected], if shares are held in physical mode or with their DP if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). Physical copies of Annual Report and Notice of the Annual General Meeting are sent in the permitted mode to the members who have not registered their email address.

Pursuant to Section 108 of the Act read with the Rules made there under, the Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

41. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company believes in creating a safe environment for the employees which is free from any discrimination. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. Ms. Namrata Chakraborty is the Presiding Officer to the Committee.

The Directors of the Company state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013

42. Management's Discussion and Analysis.

In accordance with the listing requirement, the Management's Discussion and Analysis is presented in a separate section and forms part of the Annual Report 2014-15.

43. Acknowledgement

The Directors of the Company would like to express their appreciation for the continued co-operation and support by the banks, customers and business associates. The Board takes this opportunity to place on record its deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, the Board of Directors is deeply grateful for the continuous confidence and faith shown by the members of the Company.

Place : Kolkata On Behalf of the Board of Directors

Dated : 30.05.2015 For Quality Credit & Leasing Limited



Amu Thapa

Chairman

DIN - 00674928

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Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 22nd Annual Report of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS :

Standalone Consolidated

Particulars 2013-2014 2012-2013 2013-2014

Total Income 22,095,234 16,15,702 2,20,95,234

Total Expenditure 21,731,441 12,73,833 2,17,74,675

Profit before Exceptional & Extraordinary Items 3,63,793 3,41,869 3,20,559

(Add) : Extraordinary Items - 680 -

Profit Before Tax 3,63,793 3,42,549 3,20,559

(Less) : Provision for Current Tax (1,12,412) (1,17,000) (1,12,412)

(Less) : Contingent Provision for Standard Assets (1,17,383) (1,02,697) (1,17,383)

Income tax for prior year - (21) (3136)

Net Profit after tax 1,13,998 1,22,831 87,628

(Less) : Transfer to Statutory Reserve (26,800) (25,000) (26,800)

Add : Brought forward from previous year (13,31,614) (14,29,445) (13,31,614)

Balance carried to Balance Sheet (12,24,416) (13,31,614) (12,70,786)

FINANCIAL AND OPERATIONAL PERFORMANCE

Our Company has recorded a total income of '' 2,20,95,234/- for the current financial year as compared to '' 16,15,702/-, for the previous financial registering a significant growth of 1267.53%.

The Profit Before Tax on a standalone basis amounted to '' 3,63,793/- as against '' 3,42,549 in the previous year.

The Profit After Tax on a standalone basis amounted to '' 1,13,998/- as against '' 1,22,831 in the previous year. The decrease in profit of the Company is mainly on account of steps taken for diversification of business activities of the Company

During the year, we have made investments in two newly owned subsidiary companies. We expect that the company will be benefited by the investments in subsidiaries in long run, which will be seen from the forthcoming financial quarters.

The core financial activities of the Company which comprises of providing of business loan to corporate and individuals have witness a tough time in the past. However, the Company has diversified its financial business portfolio to stay competitive and focusing on the untapped financial needs of rural population. The Company has outperformed during the financial year 2013-14 and registered a significant growth in revenue.

DIVIDEND

Considering the future prospects and for strengthening the financial position of the Company, your Directors do not recommend any dividend for the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Bhagwan Das Soni, Executive Director of the Company, will retire by rotation at the ensuing 22nd Annual General Meeting and being eligible, seeks reappointment. The Board of Directors recommends his re-appointment.

As per the Companies Act, 2013, the Company is required to appoint Independent Directors, including existing independent directors, for a fixed term and their office shall not be liable to be determined by retirement of directors by rotation. Our Independent Directors Mr. Amu Thapa and Mr. Suresh Kumar Jain are liable to retire by rotation under the erstwhile Companies Act, 1956.

Accordingly, in compliance of Section 149, 150, 152 read with Schedule IV of the Companies Act, 2013, Mr. Amu Thapa and Mr. Suresh Kumar jain, Directors of the Company, are proposed to be appointed as Independent Directors of the Company for a period of five consecutive years to hold the office till the conclusion of 39th AGM and their offices shall not be liable to retire by rotation of directors.

Separate notices have been received from members proposing candidatures of Mr. Amu Thapa and Mr. Suresh Kumar jain for their respective appointments.

Based on the confirmations received, none of the Directors proposed to be appointed are disqualified for appointment under the Companies Act, 2013. Further, the Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement with the stock exchange.

Further, Mr. Bhagwan Das Soni, was appointed as a Managing Director of the Company at the Board Meeting of the Company held on January 1,2013, with effect from 1st January, 2013 for a period of 5 years ending on 31st December, 2017 and as per the terms of his appointment, he is not liable to retire by rotation. However, Managing directors who were earlier not liable to retire by rotation as per the provisions of the Companies Act, 1956, are now liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. Accordingly, it is proposed that the terms of appointment of Mr. Bhagwan Das Soni be amended to provide that he shall be liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. The other terms and conditions of his appointment including remuneration approved by the members of the Company shall remain unchanged.

AUDITORS

M/s. Pachisia & Associates, Chartered Accountants (Firm Registration No. 327542E) of 454, Dumdum Park, Kolkata - 700 055, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual general Meeting and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Pachisia & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 27th AGM, subject to ratification of their appointment at every AGM.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

INDEPENDENT AUDITORS'' REPORT

The Financial Statement, as referred to in the Independent Auditor''s Report are self-explanatory and hence does not require any further explanations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

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

(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. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis CORPORATE GOVERNANCE

Your Company has been complying with all the requirements of the Corporate Governance norm as stipulated in Clause 49 of the Listing Agreement, as amended from time to time.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Practicing Company Secretary regarding compliance with the condition of Corporate Governance is annexed to the said Report.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit. PRUDENTIAL NORMS FOR NBFC''S

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements forms part of the Annual Report 2014.

SUBSIDIARIES

The Company has two subsidiaries as on March 31,2014, namely KCL Chemicals Ltd. and KCL Iron & Steel Ltd. Both the subsidiaries were incorporated in March, 2014. A Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies, is attached to the Accounts.

In accordance with the General Exemption under Section 212(8) of the Companies Act, 1956, granted by the Ministry of Corporate Affairs, Government of India vide its Circular no. 02/2011 dated 8th February, 2011, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with Balance Sheet of the Company. However, the Consolidated Financial Statement is presented in the Annual Report 2014 in compliance with the said circular.

The Company will provide a copy of the annual accounts in respect of each Subsidiary to the shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies.

REGISTER E-MAIL ADDRESS

To support the ''Green Initiative'' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. C B Management Pvt. Ltd., P - 22, Bondel Road, Kolkata - 700 019 E- mail: [email protected], if shares are held in physical mode or with their DP if the holding is in electronic mode.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management''s Discussion and Analysis is presented in a separate section and forms part of the Annual Report 2014.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit. PARTICULARS OF EMPLOYEES

The Company does not have any employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

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

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

LISTING FEES

The Company''s shares are listed in the BSE Ltd., Calcutta Stock Exchange Limited and the Jaipur Stock Exchange Ltd. The listing fees payable to the said stock exchanges have been paid up-to-date.

ACKNOWLEDGEMENT

Your Directors place their deep appreciation to the employees for their hard work, dedication and total commitment towards their work. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS

Dated : 29.05.2014 For Kwality Credit & Leasing Ltd.

Sd/-

Amu Thapa Chairman DIN:00674928

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS: 2012-2013 2011-2012

Particulars

Gross Profit before depreciation 301651.00 246193.08

(Less):Depreciation (61799.00) (63110.00)

Gross Profit before Tax 239852.00 183083,00

(Less): Provision for Current Tax (117021.00) (137186.00)

Net Profit after tax 122831.00 45897.00

(Less): Transferred to Statutory Reserve (25000.00) (22000.00)

Add : Brought forward from previous year (1429445.00)(1453342.00)

(1331614.00)(1429445.00)

Balance carried to Balance Sheet

OPERATIONS

The Company has made a net profit of t 1,22,831/- against Rs.45,897/- registered in the previous year. Such increase is by & large attributable to increase in gross income from financing operation.

DIVIDEND

Keeping in view the low profit, the Directors are unable to recommend any dividend in respect of the financial year under review.

DIRECTORS

In the Board Meeting of the Company held on January 1, 2013, the Board of Directors approved appointment of Mr. Bhagwan Das Soni as the Managing Director of the Company for a period of five years with effect from January 1, 2013 to December 31, 2017. subject to the approval of the members of the Company.

*. Amu Thapa, Director of the Company retire by rotation at the forthcoming Annua, Genera! Meeting and offer hinself for re-appointment.

AUDITORS

m Pachisia | Associates, Chartered Accountants of 454. Dum - Dum Park, Kolkata-700 055 retire from the office of the Auditors and being eligible offer themseives for re-appointment. INDEPENDENT AUDITORS'' RFPDpt independent Auditor''s Report is seif explanatory and hence dees no, require any further explanations.

CHANGE IN THF RFfilSTFRFH OFFICE ADOPTS 0F THF nOMPauv

During the year the registered office address of the Company has been shifted to 27 Weston Street, Room No - 526. Koikata - 700 012 within local limit in the State of West Bengal with effect from 12 November, 2012.

ISSUE OF 7,22703 FQIHTY SHflFFS ON PRFFFPFm™. BASIS Tn

The Company has issued 7,22,703 equity shares on preferentia, basis to non-promoters during the financial year.

SECRETARIAI nniU|PLIANCE CERTIFICATE

Your Company has obtained Compliance Certificate from Mr. Niaz Ahmed, Company Secretary in whole t,me practice, |n Vlew of the proviso of section 383A(1) of the Companies Act 1956 read with Rule 3 of the Companies (Compliance Certificate) Rules 2001. Compliance certificate is self explanatory and hence does not require any further explanation.

DIRECTORS'' RFSPDNSIBILITY STATFMfkit

Pursuantto Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:-

i. that in the preparation of the Company''s Annual Accounts for the period ended March 31 2013, the applicable Accounting Standards have been foilowed and there are no material departures;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. that the directors had prepared the annual accounts on a going concern basis

BY ORDER OF THE BOARD

For Kwality Credit & Leasing

5th Floor, Room No-526

Koikata-700 012

Dated : 30th Day of May 2013 Director

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Mar 31, 2012

To, The Members of Kwality Credit & Leasing Ltd.

The Directors have great pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year ended March 31,2012 are as under:

Particulars Year ended March 31, 2012 Year ended March 31, 2011

Profit before Depreciation 246193.00 85147.00

Less : Depreciation 63110.00 71463.00

Profit before Tax 183083.00 13684.00

Less : Provision for Tax 137186.00 5000.00

Profit after Tax 45897.00 8684.00

Less:Transferred to Statutory Reserve 220000.00 3000.00

Add : brought forward balance (1453342.00) (1459026.00)

Balance carried to Balance Sheet (1429445.00) (1453342.00)

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 1956, Mr. Asish Ray, Mr. Rohit Modi and Mr. Devang Vyas have been appointed as the Additional Directors of the Company w. e. f. 04.02.2012 and Mr. Bhagwan Deis Soni, Mr. Suresh Kumar Jain and Mr. Amu Thapa have been appointed as the Additional Directors of the Company w. e. f. 09.07.2012.

Mr. Bhagwan Das Soni, Mr. Suresh Kumar Jain and Mr. Amu Thapa were appointed as additional Directors w. e. f. 09.07.2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956; they shall hold office till the ensuring Annual General Meeting of the Company. In view of the same, it is proposed to appoint them as the Directors of the Company in the forthcoming Annual General Meeting.

Pursuant to the applicable provisions of the Companies Act, 1956, Mr. Somnath Gupta, Mr. Amit Jajodia and Mr. Bhagwan Das Soni tendered their resignations to the board and the same were accepted by the board of directors at the meeting dated 12.03.2012 and Mr. Asish Ray tendered his resignation to the board and the same was accepted by the board of directors at the meeting dated 09.07.2012. Mr. Rohit Modi also tendered his resignation to the board and the same was accepted by the board of directors at the meeting dated 03.09.2012

CHANGE IN THE REGISTERED OFFICE ADDRESS OF THE COMPANY

Board of Directors of the Company is pleased to inform you that during the year the registered office f the Company has been shifted to Room No. 303, 3'd Floor, 18, Deshapriya Park Road, Kolkata - 700 026 within local limit of the State of West Bengal, with effect from 31st January 2012.

SECRETARIAL COMPLIANCE CERTIFICATE

Your Company has obtained Compliance Certificate from Mr. Arani Guha, Company Secretary in whole time Practice, in view of the proviso of section 383A(1) of the Companies Act 1956 read with Rule 3 of the Companies (Compliance Certificate) Rules 2001. Compliance Certificate is self explanatory and hence does not require any further explanations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 A A) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012.

(iii) They 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.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Director's Report and the certificate from the Auditors regarding the compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management's Discussion and Analysis forms part of this Report.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit.

PRUDENTIAL NORMS FOR NBFCS

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for Income Recognition, Accounting Standards, Capital Adequacy, Provisioning & all other requirements.

LISTING FEES

The Company's Shares are listed in the following Stock Exchanges and listing fees has been paid up-to-date:

1. Calcutta Stock Exchange Association Ltd.

2. Bombay Stock Exchange Ltd.

3. Jaipur Stock Exchange Ltd.

CASH FLOW STATEMENT

The Cash Flow Statement for the year ended 31st March, 2012, pursuant to clause 32 of the Listing Agreement with the Stock Exchange is annexed herewith.

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

Your Company has no activity relating to conservation of energy and technical absorption. The company has not earned any foreign exchange for the year under review.

PARTICULARS OF EMPLOYEES

In terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, no disclosure is required to be made, as your Company has no such employee.

AUDITORS

Pursuant to section 224 (6) of the Companies Act, 1956 M/s. Pachisia & Associates, Chartered Accounts, were appointed as the Statutory Auditors of the Company in place of M/s. SantoshJain& Co., the existing Auditors of the Company, by the Board Resolution dated 28.03.2012, due to the change in the status of the auditor and therefore creating a casual vacancy in the office of Auditors and will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themself for reappointment, if made would be in accordance with the limits specified under Section 224 (IB) of the Companies Act, 1956. The Board recommends their reappointment.

AUDITORS REPORT

Auditors' Report is self explanatory and hence does not require any further explanations

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation and gratitude for the assistance, co- operation and contributions rendered by the banks, government authorities, vendors, members, business associates, employees and other persons who are closely associated with the Company.

By order of the Board

Date: 03.09.2012 For Kwality Credit & Leasing Ltd.

Place: Kolkata

Bhagwan Das Soni Amu Thapa

Chairman Director

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report of the company together with Audited Accounts for the year ended 31st March. 2011

FINANCIAL RESULTS:

Rs. In Lakhs

Particulars 2009-10 2008-09

Profit/(Loss) for the year before tax 1.25 0.48

(Less) : Provision for Taxation 0.40 0.26

(Less) : Provision for Fringe Benefit Tax 0.00 0.09

(Less) : Income Tax Adjustment 0.01 0.02

Profit/(Loss) after tax 0.84 0.11

Less: Transferred to Statutory Reserve 0.30 0.10

Add : Brought forward from previous year (15.13) (15.15)

Balance Carried over to Balance Sheet (14.59) (15.14)

DIVIDEND

In view of the Inadequacy of profit, your Directors do not recommend any dividend.

DIRECTORS

Mr. Somnath Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Further Mr. Bhagwan Das Soni and Mr. Amit Jajodia have been appointed as Additional Directors of the Company w.e.f. 1st December, 2009 and a, such they are to hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Notice has been received from the members signifying their intention to propose Mr. Bhagwan Das Soni and Mr. Amit Jajodia as Directors of the Company. The Board of Director recommends their appointment as Directors of the Company.

Mr. Arun Kumar Agarwal and Mr. Sheo Kumar Tibrewal resigned from the office of the Directorship on 1st December, 2009 as they Were unable to continue as a Directors of the Company and Board hereby records its appreciation of the service and advices rendered by them during the tenure of their office.

AUDITORS

M/s. Santosh Jain & Co. , Chartered Accountants of 2, Draper Lane, Kolkata- 700 001 retire from the office of the Auditors at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment,

AUDITORS' REPORT

Auditors' Report is self explanatory and hence does not require any further explanations.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate is self explanatory and hence do not require any further explanations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors confirm

i. that in the preparation of the Company's Annual Accounts for the period ended March, 31, 2010, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the annual accounts on a going concern basis,

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBL

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Auditors regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management's Discussion and Analysis forms part of this Report.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit.

PRUDENTIAL NORMS FOR NBFC'S

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements,

PARTICULARS OF EMPLOYEES :

The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time,

LISTING FEES

The Company's shares are listed in the followings Stock Exchanges and listing fee has been paid up-to-date.

I. Calcutta Stock Exchange Association Ltd.

2. The Stock Exchange, Mumbai.

3.Jaipur Stock exchange Ltd.

CASH FLOW STATEMENT

The Cash Flow statement for the year ended 31st March, 2010, pursuant to Cause 32 of the Listing Agreement with the Stock Exchange is annexed herewith.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep sense of gratitude to the banks, customers and business associates for their continued co-operation and support, Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown by the members of the Company.

By order of the Board

For Kwality Credit & Leasing Ltd,

Regd. Office :

13A, Decres Lane Somnath Gupta

5th Floor, Room No.502 Chairman

Koikata-700 069

Dated : 29th May, 2010