Directors Report of Mangalam Industrial Finance Ltd.

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Standalone Audited Accounts for the year ended on 31st March, 2018.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	700.93	802.81
Profit Before Depreciation & Taxation	39.65	45.97
Less : Depreciation	0.26	0.42
Less: Current Tax	10.16	13.58
Less : Mat Tax Credit	0.00	0.00
Less : Deferred Tax	(0.02)	0.03
Profit / ( Loss ) After Taxation	29.25	31.94
Add: Balance Brought Forward from Previous Year	2.94	(20.60)
Surplus Available for Appropriation	(26.79)	2.94
Appropriations
Provision for Standard Assets (As per RBI Act)	3.73	(2.01)
Provision of Doubtful Assets	(56.86)	0.00
Transferred to Reserve Fund	(5.85)	(6.39)
Balance Carried To Balance Sheet	(26.79)	2.94

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK :

During the year under review, the Company has made a Profit of Rs. 39.39 lakh before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. BRIEF DESCRIPTION OF THE STATE OF COMPANY’S AFFAIRS :

The Company is a Non-Banking Finance Company and is presently engaged in the business of Investing and Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot be neglected. The Company expects that with a stable and a reformed government at the center, there will be positive growth and further rationalization of capital market, which will lead to more investment, value creation, capitalization and thus the additional wealth for investors and see better prospects in near future. Also, with the growing economy there will be more opportunities for financing which will prove beneficial for our company. The Company expects better results in near future in anticipation of the policy reforms combined with the dedication of the highly motivated team with excellent understanding of the operations along with magnificent customer relation skills.

4. DIVIDEND :

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company your directors are not recommending any dividend during the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

6. SHARE CAPITAL :

The paid-up equity capital as on March 31, 2018 was Rs. 9616.435 lakhs. During the financial year the Company has not allotted any equity shares.

7. MATERIAL CHANGES A\D COMMITMENT II ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AM) THE PATE OF HIE REPORT :

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

8. TRANSFER TO RESERVES :

As per the statutory requirement for NBFC Companies, the company has transferred a sum of Rs. 5,84,937/- to RBI Reserve Fund, under the head Special Reserve, vide note - 3 of Balance Sheet for the year ended 31 st March 2018.

9. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 :

Your Company is committed to provide and promote sale, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy.

10. CORPORATE SOCIAL RESPONSIBILITY :

The Companies (Corporate Social Responsibility Policy) Rule, 2014 is not applicable to the Company. Hence there is no need to develop policy on CSR and take initiative thereon. However, your Company respects society value and make endeavor to contribute for the societal cause as far as possible.

11. RISK MANAGEMENT :

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

12. AUDITORS :

Statutory Audit

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (‘the Act’), M/s. G. C. Bafna & Co., Chartered Accountants, (Firm Registration No. 319104E), was appointed as the Auditors of the Company at the Annual General Meeting (AGM) held on September 12, 2017, to hold office till the conclusion of the AGM to be held in 2018. M/s. G. C. Bafna & Co. has since tendered its resignation as the Auditors of the Company, resulting in casual vacancy in the office of the Auditors.

The Board has recommended to the Members the appointment of M/s. R. K. Kankaria & Co. Chartered Accountants, (Firm Registration No. 321093E), as the Auditors of the Company:

(a) to fill the casual vacancy caused by the resignation of M/s. G. C. Bafna & Co. and to hold the office up to the conclusion of this AGM; and

(b) for a period 5 years from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2023.

M/s. R. K. Kankaria & Co. Chartered Accountants, (Firm Registration No. 321093E) has confirmed its eligibility to act as the Statutory Auditors of the Company.

Secretarial Audit

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P D Rao & Associates, Practicing Company Secretaries (C.P. No. 14385 & Membership Number A38387) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2018 is annexed herewith as “Annexure-A” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

13. EXTRACT OF ANNUAL RETURN :

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies ( Management and Administration ) Rules, 2014, an extract of Annual Return for the year ended 31st March, 2018 in Form No. MGT-9 is annexed herewith as “Annexure -B”.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL ;

Your Director wishes to place on record their kind appreciation to Ms. Kirti Sharma (DIN:07434779) who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Kirti Sharma has also resigned from the post of Company Secretary w.e.f. 23rd June, 2017 due to her personal reasons and in place of which Mrs. Namrata Saboo has been appointed w.e.f. 27th day of July, 2017. Ms. Kirti Sharma also changed her designation from Whole Time Director to Non-Executive Director w.e.f. 23rd June, 2017.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations.

15. DIRECTORS- RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) of section 134 of the Companies Act, 2013 (‘the Act’) and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. 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 at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts ongoing concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed 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.

17. ACCEPTANCE OF DEPOSIT :

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

19. PARTICULARS OF CONTRACTS OR AR R A NGENMENTS WITH RELATED PARTY:

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company http://vvwvv.miflindia.com/. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever required.

20. ENVIRONMENT AND SAFETY :

The Company is conscious of the importance of environmentally clean & safe environment. Since your company is a Non-Banking financial company so the question of environment pollution does not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and prevention of natural resources.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO :

The provisions of Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy and technology absorption, are not applicable.

Further there were no foreign exchange inflow or outgo during the period under review.

22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and requirements under the Companies Act, 2013, the Report on Corporate Governance together with Statutory Auditors view and management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

23. INTERNAL CONTROL SYSTEMS ANI) THEIR ADEQUACY :

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OI INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the 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, Stakeholders Relationship, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 13 (Thirteen) meeting of the Board of directors was held and the details of which are given in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

27. CODE OF CONDUCT :

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website http://ww\v.miflindia.com/. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

28. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://www.minindia.com/cc/prt.pdO

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

30. VIGIL MECHANISM/ WHISTLE MECHANISM POLICY :

In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEB1 Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

31. PREV ENTION OF INSIDER TRADING :

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The 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 Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

32. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act. has been properly kept at the registered office of the Company.

33. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares of the Company are listed.

Further, The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntary delisting of equity shares and the same has been delisted from The Calcutta Stock Exchange Ltd. (CSE) with effect from 02.04.2018 vide their notice dated 29.03.2018.

34. DEPOSITORY SYSTEM:

Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2018, 99.95% of the equity shares of your Company were held in demat form.

35. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

36. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Pradeep Kumar Daga

Place : Kolkata (DIN: 00080515)

Date : 28^th Day of May, 2018 Managing Director

---

Mar 31, 2016

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2016.

1. FINANCIAL RESULTS ;

(Rs. in Lakh)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	206.77	20.24
Profit Before Depreciation & Taxation	34.18	6.02
Less : Depreciation	0.09	0.25
Less : Current Tax	8.53	(1.10)
Less : Mat Tax Credit	1.10	1.10
Less : Deferred Tax	0.91	(0.10)
Profit / ( Loss ) After Taxation	23.55	5.87
Add: Balance Brought Forward from Previous Year	(32.32)	(36.71)
Surplus Available for Appropriation	(20.60)	(32.32)
Appropriations
Provision for Standard Assets (As per RBI Act)	(7.12)	(0.29)
Depreciation Adjusted as per Companies Act, 2013	-	(0.02)
Transferred to Reserve Fund	(4.71)	(1.17)
Balance Carried To Balance Sheet	(20.60)	(32.32)

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK:

In the year under review, the revenue from operations has been increased by 921.64% in accordance with the previous year. However, during the year the operating profit of the Company stands at Rs. 34.18 Lakh as against operating profit of Rs. 6.02 Lakh for the previous year and the total profit of Rs. 23.55 Lakh as against profit of Rs. 5.87 Lakh in the previous year. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND :

Your Directors regrets its inability to recommend any dividend to the equity shareholders for the year in the current financial year.

4. AUDITORS :

Statutory Auditors:-

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2016-17. M/s. Maroti & Associates, Chartered Accountants, (Finn Registration Number 322770E) the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2016-17, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2016 is annexed herewith as “Annexure A” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

5. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-B"

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Tapas Mondal (DIN 00087387), whose terms of appointment as Chief Financial Officer and Whole Time Director completes on 30.09.2017, resign from the directorship before the expiry of the term due to unavoidable personal reasons. His resignation shall be effective from 8th day of July, 2015. Further, keeping in view the legal requirements as per the provisions and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mr. Anand Kumar Jain (DIN 06867391) be & is hereby appointed as Chief Financial Officer of the Company with effect from 17th August, 2015 and Ms. Kirti Sharma (DIN 07434779) be and is hereby appointed as Whole Time Director of the company with effect from 16.02.2016.

Mrs. Vinita Daga had submitted her resignation to the Board and the same was accepted by the Board at its meeting held on 06th February, 2016. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mrs. Vinita Daga towards the growth and development of the company during her tenure as a Director. The Board also on behalf of the members wishes to Mrs. Vinita Daga a long and healthy life.

Mr. Pradeep Kumar Daga (DIN 00080515) is doyen in security market with more than 25 years’ experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for (the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga (DIN 00080515) plays the role of Managing Director.

Your Director wishes to place on record their kind appreciation to Mr. Utpal Dey (DIN: 06931935) who retires by rotation and being eligible, offers himself for re-appointment.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act). Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (‘the Act’) and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. 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 at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts ongoing concern basis.

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed 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.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Accounts) Rules, 2014:

1. Conservation of Energy : Nil

2. Technology Absorption & Adoption : Nil

3. Foreign Exchange Earning & Outgo : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement with the stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All new Independent Directors inducted into the Board attend ail orientation program. The details of training and familiarization program are provided in the Corporate Governance and is also available on our website (http://www.miflindia.com/investor.htm1). Further at the time of appointment of independent director, the company issues a formal letter of appointment outlining his / her role, functions, duties and responsibilities.

12. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capita] markets to ensure better enforceability. The said regulation were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective dale. The Company entered into Listing Agreement with BSE Limited and The Calcutta Stock Exchange Limited during December, 2015.

13. POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website(http://www.miflindia.com/investor.htm1). The policies are reviewed periodically by the board and updated based on need and new compliance requirement.

14. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://www.miflindia.com/cc/prt.pdf).

15. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

16. POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES:

In terms of Regulation 30 (4) (ii) of the Listing Regulations, the Board of Directors of the Company, is required to formulate and adopt a Policy for Determination of Materiality of Events / Information, and upload the same on the website of the Company. Further, SEBl had vide Circular No. C1R/CFD/CMD/4/2015 dated 9th September, 2015, prescribed the details that need to be provided by Listed Companies while disclosing such material events/ information.

This policy applies to disclosure of material events affecting the company. In terms of Regulation 30 of the Listing Regulations, listed entities are required to disclose details of events / information which in the opinion of the Board, are material.

17. REMUNERATION POLICY :

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated in the Corporate Governance Report.

18. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Pradeep Kumar Daga Kirti Sharma

Place: Kolkata (DIN 00080515) (DIN 07434779)

Date : 19^th Day of May, 2016 Managing Director Whole Time Director

---

Mar 31, 2015

To The Members,

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

1. FINANCIAL RESULTS :

Rs. in Lakh

Standalone Particulars Current Year Previous Year

Sales & Other Income 20.24 16.30

Profit Before Depreciation & Taxation 6.02 (8.64)

Less : Depreciation 0.25 0.04

Less : Current Tax (1.10) 0.00

Less : Mat Tax Credit 1.10 0.00

Less : Deferred Tax (0.10) (0.81)

Profit / (Loss) After Taxation 5.87 (7.88)

Add: Balance Brought Forward from Previous Year (36.71) (30.16)

Surplus Available for Appropriation (32.32) (36.71)

Appropriations

Provision for Standard Assets (As per RBI Act) (0.29) 1.33

Depreciation Adjusted as per Companies Act, 2013 (0.02) 0.00

Transferred to Reserve Fund (1.17) 0.00

Balance Carried To Balance Sheet (32.32) (36.71)

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK:

In the year under review, the revenue from operations has been increased by 24.82% in accordance with the previous year. However, during the year the operating profit of the Company stands at Rs. 6.02 Lakh as against operating loss of Rs. 8.64 Lakh for the previous year and the total profit of Rs. 5.87 Lakh as against Loss of Rs. 7.88 Lakh in the previous year. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND :

Your Directors regrets its inability to recommend any dividend to the equity shareholders for the year in the current financial year.

4. AUDITORS :

Statutory Audit:-

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2014-15. M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2015-16, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

5. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure - B".

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Ramesh Chandra Daga (DIN 00080751), whose terms of appointment as Managing Director complete on 30.09.2014 and he is not seeking re-appointment and resign from the directorship. His resignation shall be effective from 1st day of October, 2014. Further, keeping in view the legal requirements as per the provisions of Sections 196 and 203 and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mrs. Vinita Daga (DIN 00080647) be & is hereby appointed as Managing Director of the Company. During the year Mrs. Vinita Daga (DIN 00080647) change his position from Managing Directorship to Director w.e.f. 31.01.2015 and Mr. Pradeep Kumar Daga (DIN 00080515) has been taken the position of Managing Director w.e.f. 01.02.2015.

Mr. Pradeep Kumar Daga (DIN 00080515) is doyen in security market with more than 25 years' experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga (DIN 00080515) is appointed as Managing Director.

Further, keeping in view his vast expertise and knowledge, it is proposed to appoint Mr. Pradeep Kumar Daga, as Managing Director who shall retire by rotation at AGM & be eligible for reappointment.

Your Director wishes to place on record their kind appreciation to Mr. Rathindra Nath Ghosh who retires by rotation and being eligible, offers himself for re-appointment.

Mr. Tapas Mondal is associated as Director and Chief Financial Officer of the company form past eight years & above. He has served the company with his people management skill & possesses vast experience and knowledge in the field of Finance. The Board therefore decided to appoint him as a Whole time executive director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 ('the Act') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. 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 at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. REMUNERATION POLICY :

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated in the Corporate Governance Report.

12. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Date : 26th day of May, 2015 Pradeep Kumar Daga Vinita Daga

Place: Kolkata (DIN 00080515) (DIN 00080647)

Managing Director Director

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Mar 31, 2014

Dear Members,

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

1. FINANCIAL RESULTS :

Rs. in Lakh

Standalone Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION (8.68) 13.11

Current Tax 0.00 (7.01)

Mat Tax Credit 0.00 (0.20)

Deferred Tax 0.81 (0.75)

PROFIT / ( LOSS ) AFTER TAX (7.88) 5.16

Provision for Standard Assets (As per RBI Act) 1.33 0.99

Assessed Tax for earlier years 0.00 0.00

Brought forward from earlier years (30.16) (35.28)

Balance Carried To Balance Sheet (36.71) (29.12)

2. Review of Operations & Performance & Future outlook:

In the year under review, the revenue from operations had been declined by 75% due to precarious market conditions. However, the profit of the Company before exceptional expenditures stands at Rs. 4,23,776 /- but BSE Direct Listing application & process cost of Rs.12,92,120/- penetrated a Loss of Rs. 8,68,364/- to the Company. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND : Your Directors regrets its inability to recommend any dividend for the year due to loss in the current financial year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS :

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfillment of certain conditions.

Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS :

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2014-14. M/s. Maroti & Associates, Chartered Accountants, the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2014-15, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Ramesh Chandra Daga, whose terms of appointment as Managing Director complete on 30.09.2014 and he is not seeking re-appointment and resign from the directorship. His resignation shall be effective from 1st day of October, 2014. Further, keeping in view the legal requirements as per the provisions of Sections 196 and 203 and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mrs. Vinita Daga be & is hereby proposed to be appointed as Managing Director of the Company.

Mr. Pradeep Kumar Daga is doyen in security market with more than 25 years'' experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga is appointed as Director. Further, keeping in view his vast expertise and knowledge, it is proposed to appoint Mr. Pradeep Kumar Daga, as non-executive director who shall retire by rotation at AGM & be eligible for reappointment.

Your Director wishes to place on record their kind appreciation to Mrs. Kakoli Mondal for her association with the company and her support and advice helped in pivotal decision making.

Mr. Rathindra Nath Ghosh who retires by rotation and being eligible, offers himself for re- appointment.

Mr. Tapas Mondal is associated as Director of the company form past eight years & above. He has served the company with his people management skill & possesses vast experience and knowledge in Accounts and Finance. The Board therefore decided to appoint him as a Whole time executive director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act,2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. 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 at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. Listing at BSE Ltd.

Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd at the end of the last quarter of the Financial Year 2013-14 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase your company''s credential. This is a step towards our ambition to build a more diversified product profile targeting disparate risk appetites.

12. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Date : 27th day of May, 2014 Tapas Mondal Ramesh Chandra Daga Place: Kolkata Director Managing Director