Directors Report of Pacheli Industrial Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting 30th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Amt. In Rs)

PARTICULARS Year ended 2015 2014

Total Income 34,13,169 2,157,018

Total Expenditure 28,64,006 1,581,008

Gross Profit/(Loss) before Depreciation 549,163 576,010 & Tax

Add/Less: Depreciation (Net) - -

Profit/(Loss) before Taxation 549,163 576,010

Less: Provision for Taxation - -

Provision for income Tax & FBT 173570 68,502

Deferred Tax - 41,761

Net Profit/(Loss) after Taxation (1,663,849) 465,747

Transfer from General Reserve

Balance Brought forward from previous year 41,26,985 36,61,238

Balance carried forward to Balance Sheet 2463136 41,26,985

2. DIVIDEND:

In order to conserve the resources, Your Directors did not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

5. NUMBER OF BOARD MEETINGS OF THE BOARD :

Five Meeting of the Board were held during the financial year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i. In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

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

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

The Company's Policy on director's 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 the Directors Report.

9. COMMENTS ON AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, in their report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

10. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai (Firm Registration No as 110243W) was appointed as Statutory Auditors at the Annual General Meeting held on 29th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

11. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit for the financial year 2014-2015. The Secretarial audit report for the financial year ended 31st March, 2015 is Annexure B. to this Report.

In regards to appointment of Company Secretary, Company is in the process of appointing a Company Secretary as required pursuant to provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014.

As per section 138 of the Companies Act, 2013. The Company has appointed Ms. Neelam Lahoti, Chartered accountant (Membership No.A425877) as an internal auditors for the year to 2015-2016 in the board meeting held on 30th May, 2015.

12. INTERNAL AUDITORS :

As per section 138 of the Companies Act, 2013. The Company has appointed Ms. Neelam Lahoti, Chartered accountant (Membership No.A425877) as a internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit

13. CORPORATE GOVERNANCE:

The Company is committed to maintain the Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the listing agreement forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

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

The particulars of loans, guarantees and investments have been disclosed in the financial Statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules , 2014 is not applicable to Company.

18. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

19. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexure C to this report.

20. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office.

21. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

22. ACKNOWLEDGEMENTS :

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company's performance during the year under review.

By Order of the Board For Dhoot Industries Limited

Sd/- Date: 14 th August, 2015 Padamchand Dhoot Place: Mumbai CEO and Director

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Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting 29th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Amt. In Rs.)

PARTICULARS Year ended 2014 2013

Total Income 2,157,018 1,751,061

Total Expenditure (Excluding Depreciation) 1,581,008 1,113,373

Gross Profit/(Loss) before Depreciation & Tax 576,010 6,37,688

Add/Less: Depreciation (Net) - -

Profit/(Loss) before Taxation 576,010 6,37,688

Less: Provision for Taxation 68,502 1,98,050

Provision for income Tax & FBT - -

Deferred Tax 41,761 4,640

Net Profit/(Loss) after Taxation: 465,747 4,34,998

Transfer from General Reserve

Balance Brought forward from previous year 36,61,238 32,26,240

Balance carried forward to Balance Sheet 41,26,985 36,61,238

2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, who are Statutory Auditors of your Company, is due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. He has signified his willingness to be re-appointed as Statutory Auditor of the Company.

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai is being appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend his appointment for the ensuing year.

The Company has received letters from M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai, to the effect that his appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified from being appointed as Statutory Auditors of the Company.

5. AUDITORS'' REPORT:

The Auditors'' Report to the shareholders did not contain any adverse remarks or qualification.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

7. DIRECTORS:

During the period Mrs. Pushpadevi Dhoot, Directors of the Company are retiring by rotation & being eligible offers themselves for re-appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Jugalkishore Tapadia (DIN : 00363415), Mr. Nitin Agrawal(DIN: 03315678) and Mr. Ramesh Khetan (DIN: 03315837) as Independent Directors for five consecutive years for a term upto 31 March 2019

Mr. P. C. Dhoot was appointed as a Managing Director w.e.f. I*1 April, 2014.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

d) That the Directors have prepared the Annual accounts on a going concern basis.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report (Annexure 1).

10. CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity.

11. CEO/CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on Financial Statements, Cash Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

12. COMPLIANCE CERTIFICATE:

Compliance Certificate issued by Messrs G. B. & Associates., is annexed hereto.

13. COMMITTEES OF BOARD:

As on date of this report the Committees of the Board are Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

15. STOCK EXCHANGE REQUIREMENTS:

Being listed at BSE Limited, Mumbai, the Company has paid listing fees till March, 2015.

16. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a. hence no particulars are given.

17. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217fl) COMPANIES disclosure OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

18. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company''s performance during the year under review.

By order of the board

Dhoot industries limited

Sd/-

Padamchand Dhoot (Chairman) Date: 14th August, 2014 Place: Mumbai

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Mar 31, 2013

To, The Members of DHOOT INDUSTRIES LIMITED

The Directors have great pleasure in presenting 28,h Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31s'' March, 2013.

1. FINANCIAL RESULTS: (Amt. In Rs.)

PARTICULARS Year ended 2013 2012

Total Income 1,751,061 10,19,250

Total Expenditure (Excluding Depreciation) 1,113,373 7,02,950

Gross Profit/(Loss) before Depreciation & Tax 637,688 3,16,300

Add/Less: Depreciation (Net)

Profit/(Loss) before Taxation 637,688 3,16,300

Less: Provision for Taxation 198,050 1,10,000

Provision for income Tax & FBT

Deferred Tax 4,640

Net Profit/(Loss) after Taxation 434,998 2,06,300

Transfer from General Reserve 29,00,669

Balance Brought forward from previous year 32,26,240

Balance carried forward to Balance Sheet 36,61,238 31,06,969

2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai Auditors of the Company are holding the office till the conclusion of ensuing Annual General Meeting arid have confirmed their availability for their re-appointment.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

7. DIRECTORS:

During the year Mrs. Pushpadevi Dhoot is retiring by rotation and being eligible offers himself for reappointment in pursuance of provisions of the Articles of Association of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

d) That the Directors have prepared the Annual accounts on a going concern basis.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in mis Annual Report (Annexure 1)

10. CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by Ms. Ashwini Rajeshirke, Partner HS Associates, Company Secretaries is annexed in Annexure 2.

12. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.5,00,000/- p.m. or Rs.60,00,000/- p.a. hence no particulars are given.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is ^ that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

14. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Company''s performance during the year under review. By order of the board Dhoot industries limited

Sd/-

Padamchand Dhoot

(Chairman)

Date: 8,h august, 2013.

Place: Mumbai

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Mar 31, 2010

The Directors have great pleasure in presenting 25th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Amt. In Rs.)

PARTICULARS Year ended

2010 2009

Total Income 12,32,990 65,88,505

Total Expenditure (Excluding Depreciation) 9,68,900 40,20,158

Gross Profit/(Loss) before Depreciation & Tax 2,64,090 25,68,347

Add/Less: Depreciation (Net) 1,40,518 1,51,530

Profit/(Loss) before Taxation 1,23,572 24,16,818

Less: Provision for Taxation - 23,140

Provision for income Tax & FBT - 8,02,072

Deferred Tax 27,795 (16,197)

Net Profit/(Loss) after Taxation 95,777 16,07,802

Transfer from General Reserve - -

Balance Brought forward from previous year 23,11,892 7,04,090

Balance carried forward to Balance Sheet 24,07,669 23,11,892



2. DIVIDEND:

In order to conserve the resources, your Directors do not recommend any dividend for this year.

3. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

4. AUDITORS:

M/s. Shyam C. Agrawal & Co., Chartered Accountants, Mumbai Auditors of the Company are holding the office till the conclusion of ensuing Annual General Meeting and have confirmed their availability for their re-appointment.

5. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

6. DIRECTORS:

During the year Mr. Ramesh Khetan is retiring by rotation and being eligible offers himself for reappointment in pursuance of provisions of the Articles of Association of the Company.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms,

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

d) That the Directors have prepared the Annual accounts on a going concern basis.

8- MANAGEMENT DISCUSSION AND ANALYSIS;

Management Discussion and Analysis of Financial Condition and Results of Operation of the Company for the vear under review, as stipulated in Clause 49 of the Listine Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report (Annexure 1)

9.CORPORATE GOVERNANCE CODE:

Corporate Governance along with the Certificate of the Auditors of your Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchange has been included in this report as Annexure. Your Company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the board principles of Corporate Governance over the years. In addition to the basic governing issues, the board lays strong emphasis on transparency, accountability and integrity

10. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by JAY DSOUZA, partner of HS Associates, Company Secretaries is annexed in Annexure 2.

11. PARTICULARS OF EMPLOYEES:

There were no employees employed during the whole or part of the year who were in receipt of remuneration aggregating to Rs.2,00,000/- p.m. or Rs.24,00,000/- p.a. hence no particulars are given.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

A) Conservation of energy:

The Operations of the Company are not energy-intensive, though adequate measures have been taken to conserve and reduce energy consumption by using energy-efficient hardware and other equipment in line with the our philosophy is that energy saved is energy produced.

B) Technology absorption, research and development:

In its endeavor to obtain and deliver the best, your Company successfully deployed a growing and diverse team of R & D specialist with expertise covering hardware, networking systems software, and database and application software. This helped the Company leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible, relevant and appropriate. No separate record of the expenditure incurred on R & D is maintained.

C) There are no Foreign Exchange earnings and outgoings during the year.

13. APPRECIATION:

The Directors take this opportunity to thank all the employees, Banks and Customers for their contribution to the Companys performance during the year under review.



BY ORDER OF THE BOARD

DHOOT INDUSTRIES LIMITED

Sd/-

PADAMCHAND DHOOT

(DIRECTOR)

DATE: 6th SEPTEMBER, 2010.

PLACE: MUMBAI