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Directors Report of Starteck Finance Ltd.

Mar 31, 2018

The Members,

Nivedita Mercantile & Financing Limited

The Directors have the pleasure in presenting the 33 rd Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2018.

FINANCIAL RESULTS

The Companyâs performance during the financial year ended 31st March, 2018 as compared to the previous financial year, is summarised below:

(Rs. in Lakh except as stated)

Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended on	ended on	ended on	ended on
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Revenue from operations	1794.73	2060.02	1794.85	2059.85
Other Income	71.14	116.97	71.14	116.97
Total Revenue	1865.87	2176.99	1865.99	2176.82
Total Expenditure	1708.46	1900.75	1714.49	1906.36
Profit before tax (PBT)	157.41	276.24	151.50	270.46
Less: Income Tax Provision
Current Tax	38.10	36.53	38.12	36.53
Excess/(Short)provision for tax	2.02	-	2.02	-
Deferred Tax	-	-	-	-
Profit before minority interest	117.29	239.71	111.36	233.93
Less: Minority interest	-	-	-	-
Profit After Tax	117.29	239.71	111.36	233.93
Balance brought forward from	1650.39	1458.62	1643.88	1457.89
previous year
Surplus available for Appropriation	1767.68	1698.33	1755.22	1691.82
Less: Appropriations
Proposed equity dividend	-	-	-	-
Tax on proposed equity dividend	-	-	-	-
Statutory Reserve Fund	23.46	47.94	(23.46)	47.94
Transfer to Capital Reserve	-	-	0.32	-
Surplus carried to Balance Sheet	1744.22	1650.39	1732.08	1643.88

PERFORMANCE

During the year under review, the consolidated revenue from operations for the current year amounted to Rs. 1794.85/-lakhs against Rs. 2059.85/- compared to the previous year. The profit after tax on consolidated basis stands at Rs.111.36/- lakhs as compared to Rs. 233.93/- lakhs during the previous year.

The revenue from operations earned is Rs. 1794.73/- lakhs compared to previous yearâs revenue of Rs. 2060.02/lakhs on standalone basis. The profit after tax on standalone basis stands at Rs. 117.29/- lakhs as compared to Rs. 239.71/- lakhs during the previous year.

DIVIDEND

To strengthen the financial position of the Company, your Directors do not recommend any dividend for the period under consideration.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2017-18.

SHARE CAPITAL

During the year under review, the Company has not allotted any Equity Shares, thus the paid up Equity Share Capital of the Company remains the same i.e. 99,10,330 equity shares of Rs. 10/- each. Also, the Company has not issued shares with differential voting rights and sweat equity shares.

DEPOSITS

Your Company has not accepted any deposits from public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 or under Chapter V of the Companies Act, 2013.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The Company has 2 Subsidiaries i.e. V Can Exports Private Limited and Chitta Finlease Private Limited.There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of section 136 of the Companies Act, 2013, financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company.

A statement containing the salient features of the financial statement of the subsidiaries in prescribed form AOC-1 as âAnnexure Aâ is attached to the Financial Statements.

The Company has formulated a policy for determining âmaterialâ subsidiaries and such policy is disclosed on Companyâs website. There are no material subsidiaries of the Company.

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Lalitha Cheripalli (DIN: 07026989) was appointed as an Additional Director of the Company on 18th May, 2018 to hold office till the conclusion of the upcoming Annual General Meeting and has offered herself for reappointment. Mr. Gautam Panchal (DIN: 07826634) was appointed as Independent Director of the Company by passing a resolution through Circulation by the Board of Directors on June 27, 2017.

Mr. Devendra Khandelwal (DIN: 07460858), resigned as Director of the Company with effect from November 13, 2017, in view of his other professional commitments. Further, Ms. Mayuri Jain (DIN:07434615), resigned as Director of the Company with effect from May 18,2018, in view of her preoccupation. The Company places on record its appreciation and gratitude for the valuable contributions made by Mr. Devendra Khandelwal and Ms. Mayuri Jain during their tenure on the Board of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS

The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Number of Meetings of the Board of Directors

During the year, four(4) Board meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended March 31, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ). For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act, the Directors confirm that, to the best of their knowledge and belief:

a. in the preparation of the annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profits of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual Accounts of the Company have been prepared on a going concern basis;

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

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

COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of section 177 of the Companies Act, 2013 and the Listing Regulations. Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

B) NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of section 178 and the Listing Regulations. Further details on the Nomination and Remuneration Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companyâs website at the link http://www.niveditaindia.com/codes/ policies.

For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer to âAnnexure Bâ hereto, which forms part of this report.

D) STAKEHOLDERSâ RELATIONSHIP COMMITTEE

A Stakeholdersâ Relationship Committee is in existence in accordance with the provisions of sub-section (5) of Section 178 and the Listing Regulations. Further details on the Stakeholdersâ Relationship Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board is required to monitor and review the Board evaluation framework. The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and performs. The overall performance of the Board was satisfactory.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

PARTICULARS OF EMPLOYEES

During the Financial Year 17-18, there were no persons employed, for a part of the financial year who were in receipt of remuneration of not less than Rs. 8.5 lakhs p.m.

In accordance with the provisions contained in the proviso to section 136(1) of the Companies Act, 2013, the information required under section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the registered office of the Company during working hours for a period of twenty one days before the date of the Annual General Meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of the Companies Act, 2013, the Company has complied with the Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND/ DEPOSITS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, rules made there under and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the amount of dividend/deposits remaining unpaid or unclaimed for a period of 7 (seven) years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF) as constituted by the Central Government. Further, as per the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the shares in respect of which the dividend has not been claimed for seven (7) consecutive years are required to be transferred by the Company to the designated Demat account of the IEPF Authority. The details of the unpaid/unclaimed dividend/deposits and the shares due to be transferred to the IEPF, are also uploaded as per the requirements, on the website of the Company i.e. http://niveditaindia.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, which includes Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the weblink to the same ishttp://www.niveditaindia.com.

RISK MANAGEMENT

The Companyâs management systems, organizational structures, processes, standards, code of conduct and behaviors together form the system that governs how the Group conducts the business of the Company and manages associated risks.

The approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

RELATED PARTY TRANSACTIONS

The related party transactions that were entered into during the financial year were on armâs length basis and in the ordinary course of business and hence no particulars in form AOC-2 have been furnished.

However, during the year under review, your Company has entered into transactions with related parties which are material as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of said transactions are provided in the Notice of the Annual General Meeting for your approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at http://www.niveditaindia.com.

Disclosure on related party transactions is provided in notes to financial statements as note no. 20(3).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11)(a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. Details of Loans, guarantees and investments given/made during the financial year under review are part of note no. 9 and 10 in the financial statements.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

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 Companyâs 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.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

AUDITORS

a) STATUTORY AUDIT

In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Bagaria & Co. LLP, Chartered Accountants (Firm Registration No. 113447W/W-100019) were appointed as statutory auditors of the Company from the conclusion of twenty ninth annual general meeting (AGM) held on September 22, 2014 till the conclusion of the thirty fourth AGM to be held in the year 2019. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company.

Observations of statutory auditors on accounts for the year ended March 31, 2018:

There are no qualifications, reservations or adverse remarks made by M/s Bagaria & Co. LLP; Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended March 31, 2018.

Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit and Compliance Committee during the year under review.

b) SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed, Veeraraghavan N., (Membership No.A6911) Company Secretary in Practice to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year 2017-18 issued by him in the prescribed form MR-3 is annexed as âAnnexure Câ to this Report. In respect of the observation made by the auditor in the report, Directors would like to state that the Company is in process of appointing Whole Time Director and CFO of the Company.

COST AUDIT

In compliance with provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder and as amended from time to time, the requirement of cost audit and the maintenance of the cost records are not applicable to the Company.

OTHER DISCLOSURES

Other disclosures as per provisions of section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Dâ.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities the Company is engaged into the Company is not required to furnish information as required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014in respect of conservation of energy and technology absorption.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: NIL

ii) Foreign Exchange Outflow: NIL

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

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. Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

CORPORATE GOVERNANCE

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

For and on Behalf of the Board of Directors

Gautam Panchal Sudarshan Somani

Director (DIN: 07826634) Director (DIN: 00137568)

Lalitha Cheripalli

Director (DIN: 07026989)

Mumbai: 18th May, 2018

Mar 31, 2016

The Members,

Nivedita Mercantile & Financing Limited

The Directors have the pleasure in presenting the 31st Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2016

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2016 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended on 31.03.2016	For the year ended on 31.03.2015	For the year ended on 31.03.2016	For the year ended on 31.03.2015
Revenue from operations	2146.93	1493.00	2146.83	1493.00
Other Income	40.47	372.79	40.69	372.79
Total Revenue	2187.39	1865.79	2187.52	1865.79
Total Expenditure	1541.97	879.07	1543.56	879.12
Profit before tax (PBT)	645.43	986.72	643.96	986.67
Less: Income Tax Provision Current Tax Excess/(Short)provision for tax Deferred Tax	70.36 2.63 -	235.58 - -	70.35 2.64 (0.44)	235.58 - -
Profit before minority interest	572.44	751.14	571.41	751.09
Less: Minority interest	-	-	(0.17)	-
Profit After Tax	572.44	751.14	571.58	751.09
Balance brought forward from previous year	1060.32	480.34	1060.26	480.34
Surplus available for Appropriation	1632.76	1231.48	1631.84	1231.42
Less: Appropriations
Proposed equity dividend	49.55	17.39	49.55	17.39
Tax on proposed equity dividend	10.09	3.54	10.09	3.54
Statutory Reserve Fund	114.49	150.23	114.49	150.23
Transfer to Capital Reserve	-	-	(0.18)	-
Surplus carried to Balance Sheet	1458.63	1060.32	1457.89	1060.26

PERFORMANCE

On consolidated basis, revenue from operations for F.Y. 2015-16 at Rs.2146.84 lakhs was higher by 43.80% over last year (1493.00 Lakhs in F.Y. 2014-15). The profit after tax stands at Rs. 571.58 lakhs as compared to Rs. 751.09 lakhs during the previous year.

On standalone basis, revenue from operations for F.Y. 2015-16 at Rs. 2146.92 lakhs was higher by 43.80% over last year (Rs. 1493.00 lakhs in F.Y.2014-15). The profit after tax stands at Rs. 572.44 lakhs as compared to Rs. 751.14 lakhs during the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 5 per cent i.e. Rs. 0.50/- per Equity share on 99,10,330 equity shares of Face value Rs. 10/-each out of the profits of the Company for the financial year 2015-2016 subject to approval of shareholders at the ensuing Annual General Meeting amounting to Rs.49,55,165/- (Rupees Forty Nine Lacs Fifty Five Thousand One Hundred and Sixty Five Only). The total cash outflow on account of dividend payment including dividend distribution tax thereon was Rs. 59.64 lakhs (F.Y.2014-15 Rs. 20.93 lakhs).

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves out of the profits earned during financial year 2015-16.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company has been increased to Rs. 15,00,00,000/-(Rupees Fifteen Crores Only) divided into 150,00,000 (One Crore Fifty Lacs only) Equity shares of Rs. 10/- (Ten only) each.

The Company has not allotted any Equity Shares, thus the paid up Equity Share Capital of the Company remains the same. Also, the Company has not issued shares with differential voting rights and sweat equity shares.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

During the FY 2015-16, Chitta Finlease Private Limited has become subsidiary of the Company. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013.

A statement containing the salient features of the financial statement of the subsidiaries in prescribed form AOC-1 as ''Annexure A'' is attached to the Financial Statements.

The Company has formulated a policy for determining ''material'' subsidiaries and such policy is disclosed on Company''s website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, details of Loans to subsidiaries are given at note no. 20 (3) in the Financial Statements. No Loans /guarantees have been provided to Related Parties other than subsidiaries, Joint Ventures, LLPs or associate Companies referred to in note no. 20 (3). Loans to other body corporate given by the Company are in the ordinary course of Business and on arms length basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In Compliance with provisions of section 152 of the Companies Act, 2013 , Mr. Devendra Khandelwal (DIN: 07460858), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Rajesh Kumar Mundra (DIN: 01797146), resigned as Director of the Company with effect from February 12, 2016, in view of his other professional commitments. The Company places on record its appreciation and gratitude for the valuable contributions made by Mr. Mundra during his tenure as a member of the Board of Directors.

Ms. Hemlata Thanvi (DIN: 07196414), was appointed as Additional Director of the Company on May 27, 2015. Further, resignation letter received from Hemlata Thanvi was noted in the meeting of Board of Directors held on February 12, 2016, effective from February 5, 2016.

Mr. Devendra Khandelwal (DIN: 07460858) and Ms. Mayuri Jain (DIN: 07434615) were appointed as Additional Directors of the Company on February 12, 2016 and hold the said office till the date of the ensuing Annual General Meeting. The Company has received notices under section 160 from members, along with the requisite deposit, signifying their intention to propose re-appointment. Accordingly, necessary resolutions are being placed for approval of the members at the forthcoming Annual General Meeting of the Company.

Ms. Hemlata Thanvi resigned as Company Secretary on November 30, 2015.

Pursuant to the recommendation of Board and Nomination and Remuneration Committee, Ms. Mayuri Jain was appointed as Company Secretary on February 12, 2016.

The brief resume of the Directors seeking appointment and re-appointment has been detailed in the Notice and Corporate Governance Report.

DECLARATIONS BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Number of Meetings of the Board of Directors

During the year, four (4) Board meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended March 31, 2016, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013, Clause 49(II)(B)(6) of Listing Agreement and Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). For further details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2016, the Board of Directors hereby confirms that:

1. in the preparation of the annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016 and of the profits of the Company for the year ended on that date;

3. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual Accounts of the Company have been prepared on a going concern basis;

5. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

AUDIT COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of section 178 and the Listing Regulations. Further details on the Nomination and Remuneration Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

OTHER BOARD COMMITTEES

For details of other Board committee''s viz. Stakeholders Relationship Committee and others, kindly refer to the section on Corporate Governance.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, which includes Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the weblink to the same is http://www.niveditaindia.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been in endure to comply with the provisions of Section 135 of the Companies Act, 2013 , as a corporate citizen is looks forward to create value and growth in the society and in the community in which it operates, through its services, conduct and programs. The Company in view of its philosophy is in process of partnering with agencies to carry out its CSR activities. However, the Company did not find enough projects to spend the amount prescribed for CSR.

RISK MANAGEMENT

The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the system that governs how the Group conducts the business of the Company and manages associated risks.

The approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at http://www.niveditaindia.com.

Disclosure on related party transactions is provided in notes to financial statements as note no. 20(3).

PARTICULARS OF EMPLOYEES

The information as required under the provisions of section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in MGT 9 attached hereto, which forms part of this report.

During the F.Y.15-16, there were no persons employed, for a part of the financial year who were in receipt of remuneration of not less than Rs. 5 lakhs p.m.

However, in accordance with the provisions contained in the proviso to section 136(1) of the Companies Act, 2013, the particulars relating to other employees of the Company are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

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.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

AUDITORS

a) STATUTORY AUDIT

In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Bagaria & Co. LLP, Chartered Accountants (Firm Registration No. 113447W/W-100019) were appointed as statutory auditors of the Company from the conclusion of twenty ninth annual general meeting (AGM) held on September 22, 2014 till the conclusion of the thirty fourth AGM to be held in the year 2019, subject to ratification by the members at each annual general meeting.The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditor.

b) SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company has reappointed, Veeraraghavan N., (Membership No. A 6911) Company Secretary in Practice to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the financial year 2015-16 issued by him in the prescribed form MR-3 is annexed as ''Annexure B'' to this Report. In respect of the observation made by the auditor in the report, Directors would like to state that the Company is in process of appointing CFO and Whole Time Director of the Company.

OTHER DISCLOSURES

Other disclosures as per provisions of section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure C''.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities the Company is engaged into the Company is not required to furnish information as required under the provisions of section 134(3) (m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: Rs. NIL

ii) Foreign Exchange Outflow: Rs. NIL

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015 a separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been separately furnished in the Annual Report and forms a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

For and on Behalf of the Board of Directors

Devendra Khandelwal Mayuri Jain

(DIN: 07460858) (DIN: 07434615)

Director Director

Mumbai: 30th May, 2016

Mar 31, 2015

Dear Members,

The Directors take the privilege of presenting the 30th Annual Report and Audited Accounts for the financial year ended 31st March 2015 to the members of the Company.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

(Rs. in Lacs)

Particulars Standalone

For the year For the year ended on ended on 31.03.2015 31.03.2014

Total Income 1865.79 1953.82

Total Expenditure 879.07 1590.70

Profit before Tax 986.72 363.11

Less: Provision for Tax 235.58 136.32

Profit after Tax 751.14 226.78

Particulars Consolidated

For the year For the year ended on ended on 31.03.2015 31.03.2014

Total Income 1865.79 -

Total Expenditure 879.12 -

Profit before Tax 986.67 -

Less: Provision for Tax 235.58 -

Profit after Tax 751.09 -

PERFORMANCE

During the year under review, the total revenue earned is Rs. 18,65,79,075/- Lacs compared to previous year's revenue of Rs. 19,53,81,948/- Lacs on standalone basis. The profit before tax stands at Rs. 9,86,72,362/- Lacs as compared to Rs. 3,63,11,515/- Lacs during the previous year.

DIVIDEND

Your Directors are pleased to recommend a Final dividend @5% i.e. Rs. 0.50/- per Equity share on 34,79,298 Equity Shares held by persons/ entities other than Promoters amounting to Rs.17,39,663/- (Rupees Seventeen Lacs Thirty Nine Thousand Six Hundred and Sixty Three Only) out of the profits of the Company for the financial year 2014-15 for the approval of shareholders. The promoters of your Company having voluntarily and irrevocably waived their entitlement to receive the said Final Dividend on equity shares, no dividend is declared on 64,31,032 Equity Shares held by the promoter group.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2014-15.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2015 is attached to the financial statements hereto in form AOC-1.

During the FY 2014-15, V Can Exports Private Limited has become subsidiary of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DIRECTORS

In compliance with provisions of section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement, the Board of Directors of the Company has appointed existing Independent Directors viz. Mr. Asim Santara, Mr. Hiten Shah and Mr. Sudarshan Somani as Independent Director each for a consecutive term of 2 years with effect from 22nd September, 2014.

Mr. Rajesh Mundra, Director of the Company retires by rotation and being eligible offers himself for re- appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment.

Mrs. Lalitha Cheripalli was appointed as Additional Director of the Company during the FY 2014-15. Further, resignation letter from Mrs. Cheripalli was noted in the meeting of Board of Directors held on 26th May, 2015 effective from 27th May, 2015 and Mrs. Hemlata Thanvi is appointed as an Additional Director of the Company in the meeting of Board of Directors held on 26th May, 2015 w.e.f. 27th May, 2015. Mrs. Thanvi holds office of directorship upto the ensuing Annual General Meeting of the Company. Your Director recommends her appointment as Director in the forthcoming AGM of the Company.

Mrs. Hemlata Thanvi is also appointed as Company Secretary of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

Other Board Committees

For details of other Board committees viz. Stakeholders Relationship Committee and others, kindly refer to the section on Corporate Governance.

Annual Evaluation of Directors, Committee and Board

The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and perform. The overall performance of the Board was satisfactory.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of section 177(9) of the Companies Act, 2013 read with revised clause 49 of the listing agreement, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed on the Company's website at http://www.niveditaindia.com/Downloads.

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS

The Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions for Adoption of new sets of Articles of Association of the Company and increase in Authorized Share Capital of the Company, which were duly passed and approved by the members of the Company with requisite majority on 9th April, 2015.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http://www.niveditaindia.com/Downloads.

PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 ("Act"), your Directors confirm that:

1. in the preparation of the Annual Accounts for the year 2014-15, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 under review and of the Profit of the Company for that period;

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

4. the Directors had prepared the Annual Accounts on a going concern basis.

5. 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;

6. 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;

AUDITORS

a) STATUTORY AUDIT

In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company appointed M/s Bagaria & Co. LLP as Statutory Auditor of the Company for a period of 5 years in the AGM of the Company held on 22nd September, 2014. As per the provisions of the Companies Act, 2013, the appointment of statutory auditor is subject to ratification by the members at every AGM of the Company.

The Auditors have confirmed their eligibility to the effect that their appointment, if ratified, for FY 2015- 16 would be within the prescribed limits under the Act and that they are not disqualified for their appointment.

On recommendation received from the Audit Committee, the Board recommends appointment of M/s Bagaria & Co. LLP as Statutory Auditor of the Company for financial year 2015-2016 at the ensuing AGM of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) SECRETARIAL AUDIT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the FY2014-15 forms part to this report. In respect of the observation made by the auditor in the report, Directors would like to state that the Company is in process of appointing CFO of the Company.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not a manufacturing company, the Directors have nothing to report under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: Rs. NIL

ii) Foreign Exchange Outflow: Rs. NIL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors 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.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

CORPORATE GOVERNANCE

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

For and on Behalf of the Board

Rajeshkumar Mundra (DIN:01797146) Chairman Mumbai: 26th May, 2015

Mar 31, 2014

Dear Members,

The Directors take the privilege of presenting the 29th Annual Report and Audited Accounts for the year ended 31st March 2014 to the members of the Company.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars For the Year ended For the Year ended on 31.03.2014 on 31.03.2013

Total Income 1953.82 1606.38

Expenditure 1590.70 1411.14

Profit before Tax 363.12 195.24

Less: Provision for Tax 136.33 72.73

Profit after Taxation 226.79 122.51

PERFORMANCE

During the year under review, the Company has earned Total Income of Rs. 1953.82/- Lacs and earned Net Profit of Rs. 226.79/- Lacs compared to total income of Rs. 1606.38/- Lacs and Net Profit of Rs. 122.51 Lacs in the previous year. As it is evident from the data, the Directors are pleased to inform the members that the performance of the Company has improved manifold and the Board is confident of better performance for the forthcoming year.

DIVIDEND

During the year under review, your Directors declared an Interim Dividend of Rs. 0.50/- per Equity share (@5%) on 18,54,300 Equity Shares held by persons/entities other than Promoters amounting to Rs.9,27,150/- (Rupees Nine Lacs Twenty Seven Thousand One Hundred and Fifty Only) out of the profits of the Company. The promoters of your Company having voluntarily and irrevocably waived their entitlement to receive the said interim dividend on equity shares, no Interim Dividend was declared on 54,47,700 Equity Shares held by the promoter group.

The Board of Directors have also recommended Final dividend @5% i.e. Rs. 0.50/- per Equity share on 34,79,298 Equity Shares held by persons/entities other than Promoters amounting to Rs.17,39,649/- (Rupees Seventeen Lacs Thirty Nine Thousand Six Hundred and Forty Nine Only) out of the profits of the Company for the financial year 2013-14 for the approval of shareholders. The promoters of your Company having voluntarily and irrevocably waived their entitlement to receive the said Final Dividend on equity shares, no Final Dividend is declared on 64,31,032 Equity Shares held by the promoter group.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public under Section 58A of the Companies Act, 1956.

Re-appointment: Mr. Rajeshkumar Mundra, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Rajeshkumar Mundra for your approval.

AUDITORS

M/s Bagaria and Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for consecutive terms of 5 years starting from 2014-2015. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 139(2) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act.

The Board of Directors recommends the re-appointment of Statutory Auditors for consecutive terms of 5 years starting from 2014-2015 for your approval.

PREFERENTIAL ALLOTMENT

During the current year, the Company had allotted 38,02,000 Equity Shares of Rs. 10/- each at a premium of Rs.90 per Share and 26,08,330 Equity Shares of Rs. 10/- each at a premium of Rs.110 per Share, to the Promoter and Non Promoters of the Company on preferential basis.

SECRETARIAL COMPLIANCE REPORT

Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is attached to this Report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, the report on Corporate Governance is attached to this Report.

POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS UNDER SECTION 180(1) (a) AND 180(1) (c)

Pursuant to the notification issued by Ministry of Corporate Affairs on 12th September, 2013, the Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions under section 180(1)(c) read with section 180(2) of the Companies Act, 2013, to grant authority to the Board of Directors for increasing the borrowing powers of the Company and under section 180(1)(a) of the Companies Act, 2013 to grant authority to the Board of Directors to create charge/hypothecate/mortgage property of the Company, which were duly passed with requisite majority on 31st March 2014.

STATUTORY DISCLOSURES

a) Particulars of the employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as none of the employees come under the purview of these provisions.

b) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998:

i. Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii. Foreign Exchange Earning and Outgo: - The Company has neither spent nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

b) The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the Profit and Loss Account of the Company for the period.

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

d) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

For and on Behalf of the Board

SD/- Chairman Mumbai: 30th May, 2014

Mar 31, 2013

To the Members,

The Directors take the privilege of presenting the 28th Annual Report and Audited Accounts for the year ended 31st March 2013 to the members of the Company.

FINANCIAL RESULTS

(Rupees in Lacs) Particulars For the Year ended on For the Year ended on 31.03.2013 31.03.2012

Total Income 1606.38 1551.17

Expenditure 1411.14 1385.75

Profit before Tax 195.24 165.42

Less: Provision for Tax 72.73 53.48

Profit after Taxation 122.51 111.94

PERFORMANCE

During the year under review, the Company has earned Total Income of Rs. 1606.38 Lacs and earned Net Profit of Rs. 122.51 Lacs compared to total income of Rs. 1551.17 Lacs and Net Profit of Rs. 111.94 Lacs in the previous year. As it is evident from the data, the Directors are pleased to inform the members that the performance of the Company has improved manifold and the Board is confident of better performance for the forthcoming year.

DIVIDEND

Your Directors have recommended a Dividend of Rs. 0.50/- per share (@ 5%). The promoters of your Company have voluntarily and irrevocably waived their entitlement to receive the dividend on equity shares for financial year 12-13. Hence, Directors have not recommended dividend on shares held by the promoter group.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public under Section 58A of the Companies Act, 1956.

DIRECTOR

Resignation: Mr. Manoj Agarwal, Director has resigned on 10th November 2012. The Board places on record its sincere appreciation for the contribution made by Mr. Agarwal. Appointment: Mr. Rajesh Kumar Mundra was appointed on the Board as an Additional Director to hold office till the ensuing Annual General Meeting of the Company.

Re-appointment: Mr. Hiten Shah who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Board of Directors recommend the re-appointment of Mr. Hiten Shah and Mr. Rajesh Kumar Mundra for your approval.

AUDITORS

M/s Bagaria and Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment for the financial year 2013-14, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Board of Directors recommend the re-appointment of Statutory Auditors for the financial year 2013-14 for your approval.

DIRECTORS'' EXPLANATION TO PONIT 1(e) OF AUDITOR''S REPORT

The Company is taking firm steps to achieve and maintain the required Capital Adequacy Ratio (CAR) and is also taking steps to furnish to the Reserve Bank of India the annual statement of capital funds, risk assets/exposures and risk asset ratio (NBS-7)

PREFERENTIAL ALLOTMENT

During the current year, the Company had allotted 600,000 Equity Shares of Rs. 10/- each at a premium of Rs.54 per Share, pursuant to conversion of fully convertible warrants in to equity shares of the Company on preferential basis.

SECRETARIAL COMPLIANCE REPORT

Compliance Certificate pursuant to Section 3 83 A (1) of the Companies Act, 1956 is attached to this Report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, the report on Corporate Governance is attached to this Report.

STATUTORY DISCLOSURES

a) Particulars of the employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as none of the employees come under the purview of these provisions.

b) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors)-Rules, 1998:

i) Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo: - The Company has neither spent nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

b. The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the Profit and Loss Account of the Company for the period.

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

d. The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees.

By Order of the Board of Directors

Sd/-

Mumbai, 30th May 2013 Chairman

Mar 31, 2012

The Directors submit the 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS (Rupees In Lacs)

Particulars For the Year ended For the Year ended on 31.03.2012 on 31.03.2011

Total Income 1551.17 926.55

Expenditure 1385.75 853.09

Profit before Tax 165.42 73.46

Less: Provision for Tax 53.48 21.21

Profit after Taxation 111.93 52.25

PERFORMANCE

During the year under review the Company has earned Total Income of Rs. 1551.17 Lacs and earned Net Profit of Rs. 111.93 Lacs compared to total income of Rs. 926.55 Lacs and Net Profit of Rs. 52.25 Lacs in the previous year. As it is evident from the data the Directors are pleased to inform the members that the performance of the Company has improved manifold and the Board is confident of better performance for the forthcoming year.

DIVIDEND

In order to augment the resources of the Company, the Directors do not recommend any dividend for the Financial Year ended on 31st March, 2012.

FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public under Section 58A of the Companies Act, 1956.

DIRECTORS

During the year under review, Mr. Hiten Shah and Mr. Manoj Agarwal and Mr. Asim Santara were regularized at the 26th Annual General Meeting held on 28th September 2011.

Mr. Pankaj Jain, Director has resigned during the year at the Board Meeting held on 14th November 2012, the Board places on record its sincere appreciation for the contribution made by Mr. Pankaj Jain.

Mr. Manoj Agarwal being the longest in the office of the Directors is liable to retire by rotation. AUDITORS

M/s Bagaria & Co, Chartered Accountants, Auditors of the Company holds office until the

conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

ALLOTMENTS

During the current year Company had allotted 4,00,000 Equity Shares to Promoters and Promoter groups at the meeting held on 13th February, 2012 pursuant to conversion of 4,00,000 Warrants issued on the Preferential basis.

CONSTITUTION OF ALCO COMMITTEE

In accordance with Reserve Bank of India Guidelines an Asset Liability Management (ALM) Comiriittee of the Board comprising Mr. Manoj Agarwal, Mr. Asim Santara and Mr. Darshan Gangolli has been constituted for the implementation of the ALM System and to review its functions periodically. The Committee also reviews the Risk Management Policy of the Company from time to time.

SECRETARIAL COMPLIANE REPORT

Compliance Certificate pursuant to section 383A (1) of the Companies Act, 1956 is attached. STATUTORY DISCLOSURES

a) Particulars of the employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as none of the employees come under the purview of these provisions.

b) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998:

i) Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo:- The Company has neither spent nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2 A A) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the Profit and Loss Account of the Company for the period.

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

d. The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co- operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

By Order of the Board of Directors

Mumbai: 30.05.2012 Sd/-

Chairman

Mar 31, 2010

The Directors submit the Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS:

(In Rs.)

Particulars For the Year For the Year ended on ended on 31.03.2010 31.03.2009

Total Income 1,197,464 1,817,335

Expenditure 442,637 249,984

Profit before Interest and Depreciation 754,827 1,567,351

Less: Depreciation 000 000

Profit before Interest 754,827 1,567,351

Less: Interest 000 000

Profit before Tax 754,827 1,567,351

Less: Provision for Current Taxation 193,741 521,780

Deferred Taxation 000 000

Profit after Taxation 561,086 1,045,571

PERFORMANCE

During the year under review the Company has earned Total Income of Rs 1,197,464 and earned Net Profit of Rs.561,086 compared to total income of Rs1,817,335 and Net Profit of Rs. 1,045,571 in the previous year. Barring unforeseen circumstances, the Board is confident of better performance for the current year.

DIVIDEND

In order to augment the resources of the Company, the Directors do not recommend any dividend for the Financial Year ended on 31st March, 2010.

FIXED DEPOSITS

During the year under review, the Company has neither invited not accepted any fixed deposits from the public under Section 58A of the Companies Act, 1956.

TAKEOVER OF THE COMPANY

During the year the Company was taken over by Eskay Infrastructure Development Private Limited by purchase of Equity Shares, after complying with the relevant rules and regulations of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, in this regard.

DIRECTORS

During the year under review, Mr. Kamal Khetan, Mr. Kamalkishore Vyas and Mr. Pankaj Jain, were appointed as Additional Directors pursuant to Section 260 of the Companies Act 1956 (the Act), these Directors hold office upto the date of the forthcoming Annual General Meeting of the Company and offers themselves for appointment as Director at the ensuing Annual General Meeting.

Mr. Lav Bajaj and Ms. Monal Malji, Directors had resigned during the year. The Board places on record its appreciation of the valuable guidance and contribution to the Board made by them during their tenure as Directors of the Company.

AUDITORS

M/s Bagaria & Co, Chartered Accountants, Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s Bagaria & Co, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

STATUTORY DISCLOSURES

a) Particulars of the employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, is not given as none of the employees come under the purview of these provisions.

b) Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998:

i) Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo:- The Company has neither spent nor earned any foreign exchange during the year under review.

PREFERENTIAL ALLOTMENT

During the current year the Company had allotted 7, 55,000 Equity Shares on preferential basis, to promoter groups and others, pursuant to the approval given by the shareholders in the Extra Ordinary General Meeting held on 25.03.2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 with respect to DirectorsÃ Responsibility Statement, it is hereby confrmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Profit and Loss Account of the Company for the period.

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

d. The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

For and on Behalf of the Board

Kamal Khetan

Chairman

Place: Mumbai

Date: 29th May, 2010

Mar 31, 2009

The Directors present their Twenty Fourth Annual Report and Audited Statement of Accounts for the year ended 31st March 2009. FINANCIAL RESULTS:

The accounts for the year under review reflect Profit of Rs. 1,567,351. The Directors propose to appropriate the same as under:

Profit / (Loss) for the year Rs. 1,567,351

Add: Balance brought forward Rs. 11,911,585

Excess Provision for Income Tax Rs. NIL

Less: Provision for Taxation

- Current Tax Rs. 520,600

- Deferred Tax Rs. NIL

- Fringe benefit Tax Rs. 500

- Short Provisions for FBT Rs. 680 Rs. 521,780

Balance carried to Balance Sheet Rs. 12,957.156

WORKING:

During the year under review the performance of the Company was not satisfactory. The Board of Directors are trying their best to improve the performance of the Company and are hopeful of better working results in the coming year..

DIVIDEND:

Directors regret their inability to recommend any dividend for the year under review.

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

Your Directors are of the opinion that particulars with respect to conservation of energy and technology absorption as per Section 217(1) (e) read with Companies (Disclosure of Particu- lars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given. There has been no foreign exchange earnings or outgo during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judge- ment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and the Profit and Loss Account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

SECRETARIAL COMPLIANCE CERTIFICATE:

M/s. V. Ramachandran, Company Secretary, Nagpur has issued a Secretarial Compli- ance Certificate in terms of Proviso of Sub-Section (1) of Section 383(A) of the Compa- nies Act, 1956. The same has been received and attached to the Board Report.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 are required to be given

DIRECTORS:

Shri Monal Malji, retires by rotation and being eligibly offers himself for re-appointment,

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any public deposits under Section 58Aof the Companies Act, 1956.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange Mumbai and Madhya Pradesh Stock Exchange, Indore and the Company has paid the annual listing fee for the financial year 2008-2009

AUDITORS:

M/s. Bankim V. Shah, Chartered Accountants, Mumbai auditors of the Company retire at the conclusion of the ensuing meeting. However the Company had received letter, from M/s Bankim Shah & Co, Chartered Accountants, Mumbai tendering his resignation as a statutory auditor of the Company.

M/s Bagaria & Co, Chartered Accountants, Mumbai were being appointed as an statu- tory auditors of the Company and to hold the office from the the date of this annual general meeting until the conclusion of next annual general meeting of the company on a remuneration as may be decided by the Board of Directors

ACKNOWLEDGEMENTS:

The Directors are grateful to the Bankers for their continued co-operation and assistance during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by all the employees during the year.

For and on behalf of the Board

Place: NAGPUR

LAV BAJAJ MONAL MAUI

Dated: 04.09.2009 DIRECTOR DIRECTOR

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