Directors Report of Lyons Corporate Market Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 32^nd Annual Report of the Company along with the Audited Financial
Statements for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS

Particulars	For the Year Ended	For the Year Ended
	31-03-2025	31-03-2024
	Rs. In Lakhs	Rs. In Lakhs
Total Income	150.91	106.40
Total Expenditure (including depreciation and other	128.18	104.21
expenses etc.) Profit Before Exceptional Items and Tax	22.73	2.19
Less: Exceptional Items	30.00	0.00
Profit Before Tax	(7.27)	2.19
Less: Net Tax Expenses	35.60	4.36
Profit After Tax	(42.87)	(2.17)
Other Comprehensive Income	458.63	(126.73)
Total Comprehensive Income	415.76	(128.90)
Retained Earnings-Opening Balance	(174.83)	(170.66)
Add/(Less): Profit for the year	(42.87)	(2.17)
Less: Transferred to Retained Earnings	2.28	(2.00)
Retained earnings-closing balance	(215.42)	(174.83)

2. REVIEW OF BUSINESS OPERATIONS

The Company is a Non-Banking Financial Company and is engaged in NBFC activities. The loss before tax
for the year is Rs. 7.27 lakhs as compared with the last year figure of profit before tax of Rs. 2.19 lakhs.

3. DIVIDEND

With view of brought forward losses, your Directors have not recommended any Dividend.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. Industrial Structure and developments

The Company operates in the Non-Banking Financial Company (NBFC) segment of Industry and is
registered with the Reserve Bank of India. Its activities are limited within India and are mainly
engaged in the business of providing Loans and making Investment in Shares and Securities. The
performance and business strategy are dependent on the Economic environment and policies of the
Government of India and Reserve Bank of India (RBI).

b. Opportunities

One of the significant opportunities for NBFCs is the increasing demand for credit in the Indian
market. NBFCs can leverage this opportunity by expanding their offerings and catering to the diverse
needs of their customers.

c. Threats

While NBFCs are relatively well placed today as compared with the past few years, competition from
banks and the rising interest rate scenario pose challenges. Competition from banks has intensified,
especially in the traditional segments.

d. Segment-wise performance

Based on the synergies, risks and return associated with the business operations and in terms of IND
AS-108, the Company is engaged in a single reportable segment of Non-Banking Financial Company
during the year and hence treated as single reportable segment as per IND AS-108.

e. Outlook

The Company continues to concentrate on finance and investment activities. Each financial
intermediary will have to find its niche in order to add value to consumers. The Company is cautiously
optimistic in its outlook for the year 2024-2025.

f. Risks and concerns

The performance of the Company is closely linked with the overall performance of the Indian
Economy, Financial and Capital Markets. The future success of the Company depends on its ability to
anticipate volatility in Capital and Financial Markets and minimise related risks through prudent
investing decisions. Hence, the Management regularly monitors the changing Economic and Market
conditions in order to take timely and prudent business decisions. Any slowdown in the Indian
economy or volatility in the Financial and/or Capital markets could adversely affect the performance
of the Company.

g. Internal control system and their adequacy

The Company has a proper and adequate system of internal controls to ensure that all activities are
monitored and controlled against any unauthorized use or disposition of assets and that the
transactions are authorized, recorded and reported correctly. The Company ensures adherence to
all internal control policies and procedures as well as compliance with all regulatory guidelines. The
Audit Committee periodically reviews Policies and adequacy of internal controls.

h. Human Resource Development/Industrial Relation

The Company considers its human resource as the most valuable ingredient of the functioning of the
Company and utmost endeavour is made to maintain good relation with the employees at all levels.

5. SHARES

a. Buyback of Securities: The Company has not bought back any of its securities during the year under
review.

b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.

e. Shares with Differential Rights: No Equity Shares with differential rights were issued during the year
under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount to Investor
Education and Protection Fund under Section 125(2) of the Companies Act, 2013.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable to the Company.

8. CORPORATE GOVERNANCE

As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and its Networth is less than
Rs. 25 crores, provisions relating to Corporate Governance are not applicable to your Company. However,
adequate steps have been taken for better Corporate Governance.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with related parties referred in the
section 188(1) of the Companies Act, 2013 during the year under review.

₁₀ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a Non-Banking Financial Company, is not required to give these particulars.

11. EXTRACT OF THE ANNUAL RETURN

The Annual Return shall be uploaded by the Company on Company''s website at www.lyonscorporate.com
after filing the same with the Registrar of Companies and thereafter the same can be viewed by the
members and stakeholders on the Company''s website.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Daya Shankar Chaubey (DIN: 00357660) retires by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.

Mr Sanjiv Agarwal, CFO of the Company expired on 06-05-2025. The Board of Directors placed on records
the invaluable contributions made by him as a CFO of the Company during his tenure and association
with the Company.

Mr. Suvabrata De was appointed as CFO of the Company with effect from 21-05-2025.

The information about the directors seeking appointment/re-appointment as required by Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard - 2 on General Meetings shall be given in the Notice convening the ensuing Annual General
Meeting.

The Company has received requisite declaration from all the Independent Directors under section 149 (7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in sub¬
section (6). As stipulated in para VII of Schedule IV regarding Code of Independent Directors under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015, one separate meeting of independent directors
was held during the year.

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit Committee and Nomination and
Remuneration Committee.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the board functioning such as composition of the board & committees,
experience & competencies, performance of specific duties & obligations, attendance of the meetings,
governance issues etc. Separate exercise was carried out to evaluate the performance of individual
directors who were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders'' interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non¬
Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

14. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure ''A'' annexed to this Report

15. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure ''B'' annexed to this Report.

16. NOMINATION AND REMUNERATION POLICY

i. To identify persons who are qualified to become directors and who may be appointed in the senior
management and to lay down the criteria thereof;

ii. To recommend to the Board appointment of directors and senior management personnel and their
removal;

iii. To evaluate the individual directors performance;

iv. For mulate the criteria for determining the qualification, positive attribute and independence of the
directors;

v. Recommend to the board policy relating to remuneration for directors, key managerial personnel
and other employees;

The Nomination and Remuneration Committee presently comprises of three (3) non-executive directors.

Mr. Raj Kumar Jaluka, Independent Director is the Chairman of the Committee.

During the year under review, 1(One) meeting of the Nomination and Remuneration Committee was held

on 29^th May 2024. The composition and attendance detail of the committee meeting are as follows:

Name of the Committee Members	Nature of Directorship	Membership	Attendance
Mr. Raj Kumar Jaluka	Independent Director	Chairman	1
Ms. Madhumita Tapader	Independent Director	Member	1
Mr. Daya Shankar Chaubey	Non-Executive Director	Member	1

17. AUDIT COMMITTEE

The role / terms of reference of the Audit Committee are in conformity with the SEBI Regulations, 2015
read in conjunction with Section 177 of the Companies Act, 2013.

The Audit Committee presently comprises of three members. Mr. Raj Kumar Jaluka, Independent Director
is the Chairman of the Committee.

During the year under review, 4 (Four) meetings of the Audit Committee were held on 29^th May 2024,13^th
August 2024, 13^th November 2024 and 13^th February 2025. The composition and attendance details of the
committee meetings are as follows:

Name of the Committee Members	Nature of Directorship	Membership	Attendance
Mr. Raj Kumar Jaluka	Independent Director	Chairman	4
Mr. Suvabrata De	Managing Director	Member	4
Ms. Madhumita Tapader	Independent Director	Member	4

18. MEETINGS

A. BOARD MEETINGS

During the year under review, 7 (Seven) Board Meetings were held on 30^th April 2024, 29^th May, 2024,
13^th August 2024, 13^th September 2024, 13^th November 2024, 13^th February and 30^th March 2025.The
attendance of each Director is as under:

Name of the Directors	No. of meetings attended
Mr. Raj Kumar Jaluka	07
Mr. Suvabrata De	07
Ms. Madhumita Tapader	07
Mr. Daya Shankar Chaubey	07

B. GENERAL MEETINGS

During the year, the Annual General Meeting was held on 26^th September 2024. No Extra-Ordinary
General Meeting was held during the year.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement,
it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the Profit and Loss of the
Company for that period.

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

20. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and management personnel of the
Company. The Company believes in conducting business in accordance with the highest standards of
business ethics and complying with applicable laws, rules and regulations. The Code lays down the.
standard procedure of business conduct which is expected to be followed by the directors and
management personnel in their business dealings and in particular on matters relating integrity in the
work place, in business practices and complying with applicable laws etc. All the directors and
management personnel have submitted declaration confirming compliance with the code.

21. RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has
adopted a Risk Management Policy of the Company. The Company manages, monitors and reports on the
principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company
has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls
Management and Assurance Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal control and assurance activities.
This integration is enabled by all three being fully aligned across group wide Risk Management, Internal
Control and Internal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour.

The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may
be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit
Committee. Employees may also report to the Chairman of the Audit Committee. During the year under
review, no employee was denied access to the Audit Committee.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window
is closed.

All the Board of Directors and designated employees have confirmed compliance with the Code.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements.

25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future.

26. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting the financial position of the Company, which
have occurred after March 31, 2025 till the date of this report. There has been no change in the nature of
business of your Company.

27. STATUTORY AUDITORS

At the 29^th Annual General Meeting (AGM) held on 22^nd August 2022 the members had appointed M/s
SRB & Associates, Chartered Accountants, (FRN- 310009E), as the Statutory Auditors of the Company for
a period of 3 consecutive years from the conclusion of that Annual General Meeting until the conclusion
of Annual General meeting to be held in the year 2025.

Pursuant to the provisions of section 139 of the Companies Act 2013 and Rules made thereunder, their
term of office shall be completed at the conclusion of the ensuing Annual General Meeting (AGM) and
they are eligible to be re-appointed.

The Board recommends the reappointment of M/s SRB & Associates, Chartered Accountants, (FRN-
310009E) for a term of 5 (Five) years commencing from the conclusion of ensuing AGM until the
conclusion of AGM to be held in the year 2030.

The Company has received confirmation from M/s SRB & Associates, Chartered Accountants that they are
not disqualified to be reappointed at the ensuing AGM.

The Auditors'' Report for the FY 2024-25 does not contain any qualification, reservation or adverse remark.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS

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

29. SECRETARIAL AUDIT

The Company has appointed Ms. Dipika Jain, (ACS 50343, CP No 18466), a Practicing Company Secretary
to conduct secretarial audit pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Her report in form
MR-3 is attached to this report as Annexure ''C''.

As regards her observation made in the Secretarial Audit, we are to state that the necessary steps are
being taken to comply with the requirements.

30. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of section 73
of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

31. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for
uplifting standards of living of the people in and around its estate where it operates.

32. LISTING ARRANGEMENTS

The shares of the Company continue to be listed on Bombay Stock Exchange and Calcutta Stock Exchange.
The Annual Listing Fees has been paid upto the date. The suspension on trading of shares of the Company
on the Bombay Stock Exchange (BSE) was revoked on 13^th September 2024.

BSE Scrip Code : 531441
CSE Scrip Code : 022036

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint
Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The
Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made
thereunder.

Your Director further 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

34. RBI REGULATIONS-COMPLIANCE

Your Company continues to carry on its business of Non-Banking Financial Company and follows prudent
financial management norms as applicable. Your Company appends a Statement containing particulars as
required in terms of Paragraph 18 of the Master Direction- Non-Banking Financial Company -Non-
Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 in schedule annexed
to the Balance Sheet.

35. ACKNOWLEDGEMENTS

Your Directors would like to record their appreciation of the hard work and commitment of the Company''s
employees and are grateful for the co-operation and support extended to the Company by the Bankers,
Statutory Authorities, Financial Institutions(s) and all other establishments connected with the business
of the Company.

Registered Office F o r and on behalf of the Board

Chatterjee International Centre Suvabrata De Madhumita Tapader

33A, Jawaharlal Nehru Road Managing Director & CFO Director

6^th Floor, Flat No.5 (DIN: 07911004) (DIN: 07126692)

Kolkata 700071
Dated: 29/05/2025

---

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report of the Company along with the Audited
Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

Particulars	For the Year Ended	For the Year Ended
	31-03-2024	31-03-2023
	Rs. In Lakhs	Rs. In Lakhs
Total Income	106.40	89.72
Total Expenditure (including depreciation and other	104.21	84.27
expenses etc.)
Profit Before Tax	2.19	5.45
Less: Net Tax Expenses	4.36	(0.06)
Profit After Tax	(2.17)	5.51
Other Comprehensive Income	(126.73)	(44.93)
Total Comprehensive Income	(128.90)	(39.42)
Retained Earnings-Opening Balance	(170.57)	(175.37)
Add/(Less): Profit for the year	(2.17)	5.51
Less: Transferred to Retained Earnings	(2.00)	(0.71)
Retained earnings-closing balance	(174.74)	(170.57)

2. REVIEW OF BUSINESS OPERATIONS

The Company is a Non-Banking Financial Company and is engaged in NBFC activities. The profit before
tax for the year is Rs. 2.19 lakhs as compared with the last year figure of profit before tax of Rs. 5.45
lakhs.

3. DIVIDEND

With view of brought forward losses, your Directors have not recommended any Dividend.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. Industrial Structure and developments

The Company operates in the Non-Banking Financial Company (NBFC) segment of Industry and is
registered with the Reserve Bank of India. Its activities are limited within India and are mainly
engaged in the business of providing Loans and making Investment in Shares and Securities. The
performance and business strategy are dependent on the Economic environment and policies of
the Government of India and Reserve Bank of India (RBI).

b. Opportunities

One of the significant opportunities for NBFCs is the increasing demand for credit in the Indian
market. NBFCs can leverage this opportunity by expanding their offerings and catering to the
diverse needs of their customers.

c. Threats

While NBFCs are relatively well placed today as compared with the past few years, competition
from banks and the rising interest rate scenario pose challenges. Competition from banks has
intensified, especially in the traditional segments.

d. Segment-wise performance

Based on the synergies, risks and return associated with the business operations and in terms of
IND AS-108, the Company is engaged in a single reportable segment of Non-Banking Financial
Company during the year and hence treated as single reportable segment as per IND AS-108.

e. Outlook

The Company continues to concentrate on finance and investment activities. Each financial

intermediary will have to find its niche in order to add value to consumers. The Company is
cautiously optimistic in its outlook for the year 2024-2025.

f. Risks and concerns

The performance of the Company is closely linked with the overall performance of the Indian
Economy, Financial and Capital Markets. The future success of the Company depends on its ability
to anticipate volatility in Capital and Financial Markets and minimise related risks through prudent
investing decisions. Hence, the Management regularly monitors the changing Economic and Market
conditions in order to take timely and prudent business decisions. Any slowdown in the Indian
economy or volatility in the Financial and/or Capital markets could adversely affect the
performance of the Company.

g. Internal control system and their adequacy

The Company has a proper and adequate system of internal controls to ensure that all activities are
monitored and controlled against any unauthorized use or disposition of assets and that the
transactions are authorized, recorded and reported correctly. The Company ensures adherence to
all internal control policies and procedures as well as compliance with all regulatory guidelines. The
Audit Committee periodically reviews Policies and adequacy of internal controls.

h. Human Resource Development/Industrial Relation

The Company considers its human resource as the most valuable ingredient of the functioning of
the Company and utmost endeavour is made to maintain good relation with the employees at all
levels.

5. SHARES

a. Buyback of Securities: The Company has not bought back any of its securities during the year under
review.

b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.

e. Shares with Differential Rights: No Equity Shares with differential rights were issued during the year
under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount to Investor
Education and Protection Fund under Section 125(2) of the Companies Act, 2013.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable to the Company.

8. CORPORATE GOVERNANCE

As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and its Networth is less
than Rs. 25 crores, provisions relating to Corporate Governance are not applicable to your Company.
However, adequate steps have been taken for better Corporate Governance.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangement with related parties referred in the
section 188(1) of the Companies Act, 2013 during the year under review.

₁₀ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a Non-Banking Financial Company, is not required to give these particulars.

11. EXTRACT OF THE ANNUAL RETURN

The Annual Return shall be uploaded by the Company on Company''s website at
www.lyonscorporate.com after filing the same with the Registrar of Companies and thereafter the same
can be viewed by the members and stakeholders on the Company''s website.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Suvabrata De (DIN: 07911004) retires by rotation at the forthcoming Annual General Meeting and
being eligible offers himself for re-appointment.

There has been no other change in the composition of the Board of Directors during the year under
review.

The information about the directors seeking appointment/re-appointment as required by Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard - 2 on General Meetings shall be given in the Notice convening the ensuing Annual General
Meeting.

The Company has received requisite declaration from all the Independent Directors under section 149
(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in
sub-section (6). As stipulated in para VII of Schedule IV regarding Code of Independent Directors under
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, one separate meeting of independent
directors was held during the year.

13. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit Committee and Nomination
and Remuneration Committee.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the board functioning such as composition of the board & committees,
experience & competencies, performance of specific duties & obligations, attendance of the meetings,
governance issues etc. Separate exercise was carried out to evaluate the performance of individual
directors who were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders'' interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non¬
Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

14. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure ''A'' annexed to this Report

15. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure ''B'' annexed to this Report.

16. NOMINATION AND REMUNERATION POLICY

i. To identify persons who are qualified to become directors and who may be appointed in the senior
management and to lay down the criteria thereof;

ii. To recommend to the Board appointment of directors and senior management personnel and their
removal;

iii. To evaluate the individual directors performance;

iv. For mulate the criteria for determining the qualification, positive attribute and independence of the
directors;

v. Rec ommend to the board policy relating to remuneration for directors, key managerial personnel
and other employees;

The Nomination and Remuneration Committee presently comprises of three (3) non-executive directors.

Mr. Raj Kumar Jaluka, Independent Director is the Chairman of the Committee.

During the year under review, 1(One) meeting of the Nomination and Remuneration Committee was

held on 30^th May 2023. The composition and attendance detail of the committee meeting are as follows:

Name of the Committee Members	Nature of Directorship	Membership	Attendance
Mr. Raj Kumar Jaluka	Independent Director	Chairman	1
Ms. Madhumita Tapader	Independent Director	Member	1
Mr. Daya Shankar Chaubey	Non-Executive Director	Member	1

17. AUDIT COMMITTEE

The role / terms of reference of the Audit Committee are in conformity with the SEBI Regulations, 2015
read in conjunction with Section 177 of the Companies Act, 2013.

The Audit Committee presently comprises of three members. Mr. Raj Kumar Jaluka, Independent
Director is the Chairman of the Committee.

During the year under review, 5 (Eight) meetings of the Audit Committee were held on 30^th May 2023 ,
12^th August 2023, 9^th November 2023, 12^th February 2024 and 30^th March 2024. The composition and
attendance details of the committee meetings are as follows:

Name of the Committee Members	Nature of Directorship	Membership	Attendance
Mr. Raj Kumar Jaluka	Independent Director	Chairman	5
Mr. Suvabrata De	Managing Director	Member	5
Ms. Madhumita Tapader	Independent Director	Member	5

18. MEETINGS

A. BOARD MEETINGS

During the year under review, 10 (Ten) Board Meetings were held on 18^th April 2023, 30^th May 2023,
17^th July 2023,12^th August 2023, 14^th September 2023, 9^th November 2023, 9^th January 2024, 19^th
January 2024,12^th February 2024 and 30^th March 2024.The attendance of each Director is as under:

Name of the Directors	No. of meetings attended
Mr. Raj Kumar Jaluka	10
Mr. Suvabrata De	10
Ms. Madhumita Tapader	10
Mr. Daya Shankar Chaubey	10

B. GENERAL MEETINGS

During the year, the Annual General Meeting was held on 26^th September 2023. No Extra-Ordinary
General Meeting was held during the year.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility
Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the Profit and Loss of the
Company for that period.

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

20. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and management personnel of the
Company. The Company believes in conducting business in accordance with the highest standards of
business ethics and complying with applicable laws, rules and regulations. The Code lays down the.
standard procedure of business conduct which is expected to be followed by the directors and
management personnel in their business dealings and in particular on matters relating integrity in the
work place, in business practices and complying with applicable laws etc. All the directors and
management personnel have submitted declaration confirming compliance with the code.

21. RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has
adopted a Risk Management Policy of the Company. The Company manages, monitors and reports on
the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The
Company has introduced several improvements to Integrated Enterprise Risk Management, Internal
Controls Management and Assurance Frameworks and processes to drive a common integrated view of
risks, optimal risk mitigation responses and efficient management of internal control and assurance
activities. This integration is enabled by all three being fully aligned across group wide Risk
Management, Internal Control and Internal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour.

The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. The reportable matters
may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the
Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year
under review, no employee was denied access to the Audit Committee.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window
is closed.

All the Board of Directors and designated employees have confirmed compliance with the Code.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements.

25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company''s operations in future.

26. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY

There are no material changes and commitments affecting the financial position of the Company, which
have occurred after March 31, 2024 till the date of this report. There has been no change in the nature
of business of your Company.

27. STATUTORY AUDITORS

At the 29^th Annual General Meeting (AGM) held on 22^nd August 2022 the members had appointed M/s
SRB & Associates, Chartered Accountants, (FRN- 310009E), as the Statutory Auditors of the Company for
a period of 3 consecutive years from the conclusion of that Annual General Meeting until the conclusion
of Annual General meeting to be held in the year 2025.

M/s SRB & Associates, Chartered Accountants, (FRN- 310009E) continue to hold office as Statutory
Auditors of the Company.

The Auditors'' Report for the FY 2023-24 does not contain any qualification, reservation or adverse
remark.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS

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

29. SECRETARIAL AUDIT

The Company has appointed Ms. Dipika Jain, (ACS 50343, CP No 18466), a Practicing Company Secretary
to conduct secretarial audit pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Her report in form
MR-3 is attached to this report as Annexure ''C''.

As regards her observation made in the Secretarial Audit, we are to state that the necessary steps are
being taken to comply with the requirements.

30. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of section
73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

31. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for
uplifting standards of living of the people in and around its estate where it operates.

32. LISTING ARRANGEMENTS

The shares of the Company continue to be listed on Bombay Stock Exchange and Calcutta Stock
Exchange. The Annual Listing Fees has been paid upto the date. The Company is under the process of
revocation of suspension at Bombay Stock Exchange.

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to the constitution of Internal Complaint
Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the "SHWW Act") and Rules made thereunder. The
Company has adopted a policy in line with the provisions of the SHWW Act and the Rules made
thereunder.

Your Director further 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

34. RBI REGULATIONS-COMPLIANCE

Your Company continues to carry on its business of Non-Banking Financial Company and follows prudent
financial management norms as applicable. Your Company appends a Statement containing particulars
as required in terms of Paragraph 18 of the Master Direction- Non-Banking Financial Company -Non-
Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 in schedule
annexed to the Balance Sheet.

35. ACKNOWLEDGEMENTS

Your Directors would like to record their appreciation of the hard work and commitment of the
Company''s employees and are grateful for the co-operation and support extended to the Company by
the Bankers, Statutory Authorities, Financial Institutions(s) and all other establishments connected with
the business of the Company.

Registered Office F o r and on behalf of the Board

Chatterjee International Centre Suvabrata De Madhumita Tapader

33A, Jawaharlal Nehru Road Managing Director Director

6^th Floor, Flat No.5 (DIN: 07911004) (DIN: 07126692)

Kolkata 700071
Dated: 29/05/2024

---

Mar 31, 2015

Dear MEMBERS

Your Directors have pleasure in presenting 22nd Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2014-2015 2013-2014

Profit/(Loss) before Depreciation & Taxes 21.48 7.79

Less: Depreciation 0.98 0.59

Profit / (Loss) before Tax 20.49 7.20

Provision for Taxation 1.75 1.21

Income Tax for Earlier Years 0.39 0.00

Deferred tax (Charge) / Credit 0.08 0.25

Profit / (Loss) after Tax 18.28 5.74

Transfer to Reserve Fund 3.66 1.15

Add: Balances brought forward from Previous Year (84.36) (88.95)

Balance Carried to Balance Sheet (69.74) (84.36)

REVIEW OF BUSINESS OPERATIONS :

The Company is a Non-Banking Financial Company and is engaged in NBFC activities. The Profit before tax for the year is Rs. 20.49 Lacs as compared with the last year figure of Profit before tax of Rs. 7.20 Lacs. :

DIVIDEND :

With view of brought forward losses, your Director has not recommended any Dividend.

SHARES:

a. Buyback of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

e. Shares with Differential Rights

No Equity Shares with differential rights were issued during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company was not required to transfer any amount to Investors Education and Protection fund under Section 125(2) of the Companies Act, 2013.

CORPORATE GOVERNANCE :

As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and its Networth is less than Rs.25 crores, Clause 49Aof Listing Agreement is not applicable to your Company. However, adequate steps have been taken for better Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY :

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The Company has not entered into any contract or arrangement with related parties referred in the section (1) of section 188 of the companies Act 2013 during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

The Company, being a Non-Banking Financial Company, is not required to give these particulars.

EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure 'A' and is attached to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Smt. Madhumita Tapader (DIN 07126692) was appointed as Additional Director on 18th March, 2015. Pursuant to section 160 of the Companies Act, 2013 she holds her office till the date of the forth coming Annual General Meeting. A notice has been received from a shareholder along with requisite deposit to propose her name for appointment as additional director.

The Company has received requisite declaration from all the independent directors under section 149(9) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in sub- section (6).

In accordance with the Company's Articles of Association, Sri Krishna Awatar Agarwal, Director of the Company, retires by rotation and being eligible, offer himself for re-appointment.

BOARD EVALUATION :

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

During the year, the Board adopted a formal mechanism for evaluating its performance ;and as well as that of its committees and individual directors. The exercise was carried out through a structured evaluation process covering various aspects of the board functioning such as composition of the board & committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY :

The Board of Directors of the Company at their meeting held on 18th March, 2015 constituted a Nomination and Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on remuneration package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of Key Management Personnel. The composition of the Nomination and Remuneration Committee is as follows:-

Sl. Name of the Committee Nature of Membership No. Members Directorship

1. Mr Sushil Kumar Poddar Non Executive Independent Chairman Director

2. Mr Ram Karan Gupta Non Executive Independent Member Director

3. Smt Madhumita Tapader Non Executive Director Member

AUDIT COMMITTEE :

The Audit Committee comprises of Mr. Ram Karan Gupta (Non - Executive Independent Director ),as Chairman and Mr. Sushil Kumar Poddar (Non - Executive Independent Director) and Mr. Krishna Awatar Agarwal (Non - Executive Director) as members. All the meetings of the committee were duly held and attended by the members.

The recommendations of the Audit Committee have been accepted by the Board.

BOARD MEETINGS :

During the year under review, 10 (Ten) Board Meetings were held on 30th April 2014, 31st May 2014,15th July 2014, 19th September 2014, 13th October 2014, 19th December 2014, 21st January, 2015, 31st January 2015, 10th February 2015 and 18th March, 2015. The attendance of each Director is as under:

SI. Name of the Directors No. of Meeting Attended No.

1. Mr Sushil Kumar Poddar 10

2. Mr Ram Karan Gupta 10

3. Mr Krishna Awatar Agarwai 01

4. Smt Madhumita Tapader 01

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

The Company has not paid any remuneration to the Directors / Key Managerial Persons. Therefore these particulars are not applicable during the year.

DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

There is no employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of The Companies (Appointment) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of section 134(5) of the Companies Act 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CODE OF CONDUCT :

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular oh matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

RISK MANAGEMENT POLICY :

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. .

PREVENTION of INSIDER TRADING :

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

All the Board of Directors and designated employees have confirmed compliance with the Code.

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 in the design or operation was observed.

During the year the company appointed Sancheti Baid & Co. Chartered Accountants, Kolkata as an Internal Auditor. The firm is authorized by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with Internal Auditor set up applicable control measures for the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES :

There are no material changes and commitments affecting the financial position of the company have occurred between the date of financial year of the Company and date of the report. There is no change in the nature of business of the Company.

STATUTORY AUDITORS :

M/s Mandawewala & Company, Chartered Accountants, (Firm Registration No. 322130E), are the present Statutory Auditors of your Company and shall hold office till the end of 26th Annual General Meeting which was approved in the Annual General Meeting held on September 27, 2014.

The appointment for the FY 2015-16 is from the conclusion of this 22nd Annual General Meeting till the conclusion of the 26th Annual General Meeting. In view of this, your ratification for appointment is being sought in the ensuing Annual General Meeting.

The Auditors' Report for the FY 2014-15 does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS :

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

SECRETARIAL AUDIT :

The Company has appointed Sri Babu Lai Patni (FCS 2304), a Practising Company Secretary to conduct secretarial audit pursuant to section 204 of the Companies Act, 2013. Their report in form MR-3 is attached to this report as annexure 'B'.

As regards his observation made in the secretarial Audit we are to state that the necessary steps are being taken to comply with the requirements.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY :

Digvijay Agencies Pvt. Ltd. (CIN - U51909WB2010PTC150408 ) has ceased to be a subsidiary of the Company with effect from 30/03/2015.

Aditya Translink Pvt. Ltd. (CIN - U17232WB1995PTC067056 ) continues to be an associate Company.

DEPOSITS :

During the year under review, your Company did not accept any deposits within the meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

SOCIAL OBLIGATION :

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

LISTING ARRANGEMENTS :

The Equity Shares of the Company are continued to be listed on the Calcutta Stock Exchange, Bombay Stock Exchange and Ahmedabad stock Exchange, the Annual Listing Fees have been paid upto the date.

GENERAL:

Your Director further 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.

ACKNOWLEDGEMENTS :

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

On behalf of the Board Ram Karn Gupta Kolkata, the 29th day of May, 2015. Chairman

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty First Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014

FINANCIAL RESULTS :

For the Year Ended For the Year Ended 31-03-2014 31-03-2013 Rs. in Lakhs Rs. in Lakhs

Profit/(Loss) before Depreciation & Tax 7.79 11.70

Less: Depreciation 0.59 0.59

Profit/(Loss) before Tax 7.20 11.11

Provision for Taxation 1.21 1.65

Income Tax for Earlier Years 0.00 0.25

Deferred tax (Charge)/Credit 0.25 0.29

Profit /(Loss) after Tax 5.74 8.92

Transfer to Reserve Fund 1.15 1.79

Add: Balance brought forward from Previous Year (88.95) (96.08)

Balance Carried to Balance Sheet (84.36) (88.95)

DIVIDEND

With view to strength the financial position of the Company, your Director has not recommended any Dividend.

BUSINESS AND PROSPECTS

The Company has dealt mainly in the business of advancing of loans, dealing in securities and investments during the period under review. The Profit before tax for the year is Rs. 7.20 lacs as compared with the last year figure of Profit before tax of Rs.11.11 lacs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Companies Act, 1956 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

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report marked as Annexure I.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement and marked as Annexure II.

DIRECTORS

In accordance with the Company''s Articles of Association, Sri Sushil Kumar Poddar, Director of the Company, retires by rotation and being eligible, offer himself for reappointment.

LISTING

The Company''s shares are listed on the Calcutta, Mumbai and Ahmedabad Stock Exchange. The Listing fees to the Stock Exchanges for the year 2014-2015 have been paid.

DELISTING OF SHARES

The equity shares of the Company are presently listed on the Stock Exchanges at Ahmedabad, Calcutta and Mumbai.

The Company has made application for delisting of shares from The Ahmedabad Stock Exchange, which is pending as on the date of this report. The Company''s shares will continue to be listed on Calcutta and Mumbai Stock Exchanges. Mumbai Stock Exchange has suspended the dealing in the shares of the Company for technical reasons. The necessary replies are being made and the shares will again be eligible for trading at BSE very shortly.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year ended 31 st March 2014 from public.

COMPLIANCE CERTIFICATE

The Company has received a Certificate u/s 383A of the Companies Act, 1956 from M/s Babu Lai Patni, whole time practice in the prescribed form within prescribed time and a copy of which is enclosed with the report of Directors.

AUDITORS AND AUDITORS'' REPORT

M/s. Mandawewala & Co., Chartered Accountants-Kolkata, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Company has received letter from the auditors 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. The report of the Auditor is self-explanatory and does not require any further elaboration.

DISCLOSURE OF PARTICULARS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

ACKNOWLEDGMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance during the year.

By Order of the Board Place: Kolkata Ram Karan Gupta Date: 31st May, 2014 Chairman

---

Mar 31, 2013

The Members,

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

FINANCIAL RESULTS

For the Year Ended For the Year Ended 31-03-2013 31-03-2012 Rs. in Lakhs Rs. in Lakhs

Profits(Loss) before Depreciation & Tax 11.70 47.15 Less: Depreciation 0.59 0.43

Profit/(Loss) before Tax 11.11 46.72

Provision for Taxation 1.65 7.75

Income Tax for Earlier Years 0.25 0.24

Deferred tax (Charge)Credits 0.29 0.17

Profit/(Loss) after Tax 8.92 38.55

Transfer to Reserve Fund 1.79 7.72

Add: Balance brought forward from Previous Year (96.08) (126.91)

Balance Carried to Balance Sheet (88.95) (96.08)

DIVIDEND

With view to strength the financial position of the Company, your Director has not recommended any Dividend.

BUSINESS AND PROSPECTS

The Company has dealt mainly in the business of advancing of loans, dealing in securities and investments during the period under review. The Profit before tax for the year is Rs.

11.11 lacs as compared with the last year figure of Loss before tax of Rs. 46.72 lacs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so also 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;

Hi) that the Directors had 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) that the Directors had prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report marked as Annexure.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement and marked as Annexure II.

DIRECTORS

In accordance with the Company''s Articles of Association, Sri Ram Karan Gupta, Director of the Company, retires by rotation and being eligible, offer himself for re-appointment.

LISTING

The Company''s shares are listed on the Calcutta, Mumbai and Ahmedabad Stock Exchange. The Listing fees to the Stock Exchanges for the year 2013-2014 have been paid.

DELISTING OF SHARES

The equity shares of the Company are presently listed on the Stock Exchanges at Ahmedabad, Calcutta and Mumbai.

The Company has made application for delisting of shares from The Ahmedabad Stock Exchange, which is pending as on the date of this report. The Company''s shares will continue to be listed on Calcutta and Mumbai Stock Exchanges. Mumbai Stock Exchange has suspended the dealing in the shares of the Company for technical reasons. The necessary replies are being made and the shares will again be eligible for trading at BSE very shortly.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year ended 31st March 2013 from public.

AUDITORS AND AUDITORS'' REPORT

M/s Mandawewala & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the 20th Annual General Meeting and being eligible offer themselves for re-appointment. The Company has also received a Certificate from them under Section 224 (1-B) of the Companies Act, 1956.

The report of the Auditor is self-explanatory and does not require any further elaboration.

DISCLOSURE OF PARTICULARS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

ACKNOWLEDGMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance during the year.

By Order of the Board

Place: Kolkata Ram Karan Gupta

Date: 31st May, 2013 Chairman

---

Mar 31, 2012

To . The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012

FINANCIAL RESULTS

For the Year Ended For the Year Ended 31-03-2012 31-03-2011 Rs. in Lakhs Rs. in Lakhs

Profit/(Loss) before Depreciation & Tax 47.15 (9.87)

Less: Depreciation 0.43 0.49

Profit/(Loss) before Tax 46.72 (10.37)

Provision for Taxation 7.75 0.00

Income Tax for Earlier Years 0.24 0.00

Deferred tax (Charge)/Credit 0.17 (0.05)

Profit/(Loss) after Tax 38.55 (10.32)

Transfer to Reserve Fund 7.72 0.00

Add: Balance brought forward from Previous Year (126.91) (116.59)

Balance Carried to Balance Sheet (96.08) (126.91)

DIVIDEND

With view to strength the financial position of the Company, your Director has not recommended any Dividend.

BUSINESS AND PROSPECTS

The Company has dealt mainly in the business of advancing of loans, dealing in securities and investments during the period under review. The Profit before tax for the year is Rs 46.72.lacs as compared with the last year figure of Loss before tax of Rs. 10.37 lacs.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Companies Act, 1956 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

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report marked as Annexure I. ''

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement and marked as Annexure II.

DIRECTORS

In accordance with the Company''s Articles of Association, Sri Krishna Awatar Agarwal, Director of the Company, retires by rotation and being eligible, offer himself for re appointment.

LISTING

The Company''s shares are listed on the Calcutta, Mumbai and Ahmedabad Stock Exchange. The Listing fees to the Stock Exchanges for the year 2012-2013 have been paid.

DELISTING OF SHARES

The equity shares of the Company are presently listed on the Stock Exchanges at Ahmedabad, Calcutta and Mumbai.

The Company has made application for delisting of shares from The Ahmedabad Stock Exchange, which is pending as on the date of this report. The Company''s shares will continue to be listed on Calcutta and Mumbai Stock Exchanges. Mumbai Stock Exchange has suspended the dealing in the shares of the Company for technical reasons. The necessary replies are being made and the shares wrll again be eligible for trading at BSE very shortly.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year ended 31 st March 2012 from public.

COMPLIANCE CERTIFICATE

The Company has received a Certificate u/s 383Aof the Companies Act, 1956 from M/s Babu Lai Patni, whole time practice in the prescribed form within pre- scribed time and a copy of which is enclosed with the report of Directors.

AUDITORS AND AUDITORS'' REPORT

M/s Mandawewala & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the 19th Annual General Meeting and being eligible offer themselves for re-appointment. The Company has also received a Certificate from them under Section 224 (1 -B) of the Companies Act, 1956.

The report of the Auditor is self-explanatory and does not require any further elaboration.

DISCLOSURE OF PARTICULARS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

ACKNOWLEDGMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance during the year.

By Order of the Board

Place: Kolkata Ram Karan Gupta

Date: 31st May, 2012 Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report together with Audited Accounts of the Company for the year ended 31 st March, 2009

FINANCIAL RESULTS

For the Year Ended For the Year Ended 31-03-2009 31-03-2008 Rs. in Lakhs Rs. in Lakhs

Profit/(Loss) before Depreciation & Tax 58.42 (27.18)

Less: Depreciation 0.52 0.52

Profit/(Loss) before Tax 58.93 (27.70)

Provision for Taxation 6.00 --

Deferred tax (Charge)/Credit (0.03) 0.18

Fringe Benefit Tax 0.05 (0.054)

Profit/(Loss) after Tax 52.91 (27.57)

Transfer to Reserve Fund 10.60 0.00

Add: Balance brought forward from Previous Year (171.17) (143.60)

Balance Carried to Balance Sheet(128.86) (171.17)

DIVIDEND

With view to strength the financial position of the Company, your Director has not recommended any dividend.

BUSINESS AND PROSPECTS

The Company has dealt mainly in the business of advancing of loans, dealing in securities and investments during the period under review. The Profit before tax for the year is Rs. 58,93,439/- as compared with the last year figure of Loss before tax of Rs.27,69,736/-

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Companies Act, 1956 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

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report marked as Annexurel.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement and marked as Annexure II.

DIRECTORS

In accordance with the Companys Articles of Association, Sri Kishan Avatar Agarwal, Director of the Company, retires by rotation and being eligible, offer himself for re- appointment.

LISTING

The Companys shares are listed on the Calcutta, Mumbai and Ahmedabad Stock Exchange. The Listing fees to the Stock Exchanges for the year 2008-2009 have been paid.

DELISTING OF SHARES

The equity shares of the Company are presently listed on the Stock Exchanges at Ahmedabad, Calcutta and Mumbai.

The Company has made application for delisting of shares from The Ahmedabad Stock Exchange, which is pending as on the date of this report. The Companys shares will continue to be listed on Calcutta and Mumbai Stock Exchanges. Mumbai Stock Exchange has suspended the dealing in the shares of the Company for technical reasons. The necessary replies are being made and the shares will again be eligible for trading at BSE very shortly.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year ended 31 st March ,2009 from public.

AUDITORS AND AUDITORSREPORT

M/s R. K. Lakhotia & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the next Annual General Meeting of the Company. They have expressed their inability to be reappointed as the auditors of the Company The Board placed on record its appreciation for the valuable services rendered by them during their tenure as auditors of the Company. The Board recommends the name of M/s Mandawewala & Co., Chartered Accountants, 1 British Indian Street, 1st Floor, Room No.110 D, Kolkata-700 069 who have given their consent to act as the auditors of the Company, pursuant to Section 224 (1B) of the Companies Act, 1956, for appointing them as Auditors of the Company subject to the consent of the Shareholders at the ensuing Annual General Meeting.

DISCLOSURE OF PARTICULARS.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

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

ACKNOWLEDGMENT

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance during the year.

By Order of the Board

Place: Kolkata Ram Karan Gupta

Date: 30th June, 2009 Chairman