Directors Report of Premium Capital Markets & Investments Ltd.

Mar 31, 2014

Dear Members,

The Director present their 22nd Annual report on the business and operations of the Company along with the Audited Balance Sheet and statement of Profit & Loss for the year ended 31st March, 201-4.

FINANCIAL RESULT :

Financial Result of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs. in Lakhs)

2013-14 2012-13

Total Income from operations 07.53 8.24

Profit (Loss) before tax and depreciation (119.19) 0.43

Less: depreciation 0.36 0.36

Profit (Loss) before Tax (119.55) 0.07

Previous year's adjustment 0.00 0.00

Provision for Tax, 0.00 0.00

(119.55) 0.07

Add : Balance brought forward from previous year (486.84) (486.91)

Losses carried to Balance Sheet (606.39) (486.84)

Earning Per Share (01 .82) 0.00

DIVIDEND:

Looking into the heavy business losses suffered by the Company, it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2013-14, the Company has incurred loss of Rs.119.55 Lacs which is due to making provision of Rs. 119.61 Lacs for doubtful debts otherwise there is profit of Rs.0.06 lacs which is at par in compari- son to last year profit. The company's funds are blocked with sundry debtors and advances made by the com- pany, for which necessary legal proceedings were already initiated by the Company which are under various stages, therefore necessary provisions were created. Though, in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Company has reasonable system of internal control comprising authority levels and the powers, supervision, checks, policies, and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the (Director) & Shri Vinay F. Kothari (Director).

The said Committee review the adequacy of internal control system and the Compliance thereof. Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to provide facilities to all members and investors to hold the Company's shares in Dematerialized form.

Company's Equity Shares are listed with the Stock Exchange, Mumbai, M.P. & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines, 2003 application has been made with the M.P. and Ahmedabad Stock Exchange for delisting which is under consideration. Therefore, Company Shares will be listed only with the BSE, where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F Kothari, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sumerchand Jain, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January, 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2AA) of the Companies Act, 1956 your directors State that :

* In the preparation of accounts, the applicable accounting standards have been followed.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2014 and the Statement of Profit / Loss of the company for the year ended on that date.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

* The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts, considering the principle of :he materiality; the notes are self-explanatory and need no comments.

AUDITORS:

The Statutory Auditors, M/s. Airen & Saiuja Chartered Accountants (ICAI Registration No. 004588C), hold office until the conclusion of ensuing AGM and are eligible for re-appointment for further period of up to three Monsecutive years as per Section 139 of the Companies Act, 2013. M/s. Airen & Saiuja, while offering themselves for re-appointment, has provided certificate to the effect that, their re-appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

|n view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends re-appointment of, M/s. Airen & Saiuja as the Statutory Auditors of the Company for a period of three consecutive years to hold office from the conclusion of this AGM till the conclusion of 25th AGM of the Company, subject to atification of their appointment by the Members at every AGM held after this AGM.

CORPORRATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representation land full disclosure in all its dealings and communications, thereby protecting the rights and interests of all its Shareholders .The Company's goal is to find creative & productive ways of delighting its stakeholders, i.e. investors, customers and associates, while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors' Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 fare not applicable to the Company as it has no manufacturing activities during the year under review. The Company has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing more then Rs.24,00,000/- P.A. or Rs.2,00,000/- P.M. for the part of the year under review.

ACKNOWLEDGEMENT:

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assistance, co-operation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

For & on Behalf of the Board

Sd/- Place : Indore S.K.Bandi Date : 25th August 2014 Director DIN : 00789385

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Mar 31, 2012

To' The Members Premium Capital Market and Investments Limited

The Director present their 20th Annual report on the business and operations of the Company along with the Audited Balance Sheet and statement of Profit & Loss for the year ended 31st March' 2012.

FINANCIAL RESULT:

Financial Result of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs. in Lakhs) 2011-12 2010-11

Total Income from operations 7.37 5.28

Profit (Loss) before tax and depreciation 0.43 (3.01)

Less: depreciation 0.36 0.42

Profit (Loss) before Tax 0.07 (3.43)

Previous year's adjustment 0.00 0.00

Provision for Tax. 0.00 0.00

0.07 (3.43)

Add: Balance brought forward from previous year (486.98) 483.56

Losses carried to Balance Sheet (486.91) 486.98

Earning Per Share 0-00 (0-05)

DIVIDEND :

Looking into the heavy business losses suffered by the Company' it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2011-12' the Company has earned profit of Rs.0.07 Lacs in comparison to last year loss of Rs.3.43 Lacs. The company's founds blocked with sundry debtors and advances made by the company' for which necessary legal proceedings were already initiated by the Company which are under various stages. Though' in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY :

The Company has reasonable system of internal control comprising authority levels and the powers' supervision' checks' policies' and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the Audit Committee)' Shri Sumerchand Jain (Director) & Shri Vinay F. Kothari (Director).

The said Committee review the adequacy of internal control system and the Compliance thereof. Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depositoiy Ltd (NSDL) to provide facilities to all members and investors to hold the Company's shares in Dematerialized form.

Company's Equity Shares are listed with the Stock Exchange' Mumbai' M.P. & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines' 2003 application has been made with the M.P. and Ahmedabad Stock Ex- change for delisting which is under consideration. Therefore; Company Shares will be listed only with the BSE' where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F. Kothari' Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

Shri Sumer Chand Jain' Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January' 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2 A A) of the Companies Act' 1956 your directors State that:

- In the preparation of accounts' the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31'2012 and the statement of Profit / Loss of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act' 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts' considering the principle of the materiality; the notes are self-explanatory and need no comments.

AUDITORS:

Comments of the Auditors in their Annual Report and the forming part of the Accounts are self-explanatory and needs no comment. M/s Airen Saluja & Hablani' Chartered Accountants' Auditors of your Company retires from the office of the Auditors at the ensuing Annual General Meeting. The Company has obtained a certificate from them in accordance with the provision of Section 224(1B) of the Company's Act 1956 confirming their eligibility for re-appointment as the auditors of the Company.

Your directors recommend to appoint M/s Airen Saluja & Hablani' Chartered Accountants as the Auditors of the Company to hold office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors of the Company.

CORPORRATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representa- tion and full disclosure in all its dealings and communications' thereby protecting the rights and interests of all its shareholders .The Company's goal is to find creative & productive ways of delighting its stakeholders' i.e. inves- tors' customers and associates' while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors' Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPTION:

Particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule' 1988 are not applicable to the Company as it has no manufacturing activities during the year under review. The Com- pany has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act' 1956 read with the Com- panies (Particulars of the Employees) Rules' 1975 are not applicable since' none of the employee of the Company is drawing more then Rs.24'00'000/- P. A. or Rs.2'00'000/- P.M. for the part of the year under review.

ACKNOWLEDGEMENT:

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assis- tance' co-operation and encouragement by valued customers' suppliers' bankers' shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

Place: Indore S.K. BANDI

Dated : 17TH August' 2012 Director

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Mar 31, 2010

The Directors present their 18th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs in Lakhs)

2009-10 2008-09

Total Income from operations 1.92 (-)0.12

Profit (Loss) before tax and depreciation (-)8.89 (-) 15.59

Less: Depreciation 1.69 1.69

Profit (Loss) before Tax (-) 10.58 (-) 17.28

Previous years adjustment 00.00 00.00

Provision for Tax 0.00 -

(-) 10.58 (-) 17.28

Add: Balance brought forward from previous year (-) 472.98 (-) 455.70

Losses carried to Balance Share (-) 483.56 (-) 472.98

Earning Per Share (0.16) (0.26)

DIVIDEND:

Looking into the heavy business losses suffered by the Company, it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2009-10, the Company has incurred loss of Rs. 10.58 Lacs in comparison to last year loss of Rs. 17.28 lacs. The companys funds blocked with sundry debtors and advances made by the company, for which necessary legal proceedings were already initiated by the Company which are under various stages. Though, in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Company has reasonable system of internal control comprising authority levels and the powers, supervision, checks, policies, and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the Audit Committee), Shri Sumerchand Jain (Director) & Shri Vinay E Kothari (Director).

The said Committee reviews the adequacy of internal control system and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form. Your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialized form.

Companys Equity Shares are listed with the Bombay Stock Exchange, Mumbai, M.P & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines, 2003 application has been made with the M.E and Ahmedabad Stock Exchange for delisting which is under consideration. Therefore, Company Shares will be listed only with the BSE, where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F. Kothari, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sumer Chand Jain, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January, 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2AA) of the Companies Act, 1956 your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2010 and the Profit/Loss of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

• The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts, considering the principle of the materiality; the notes are self-explanatory and need no comments.

AUDITORS:

Comments of the Auditors in their Annual Report and the forming part of the Accounts are self-explanatory and needs no comment. M/s Airen Saluja & Hablani, Chartered Accountants, Auditors of your Company retires from the office of the Auditors at the ensuing Annual General Meeting. The Company has obtained a certificate from them in accordance with the provision of Section 224(1B) of the Companies Act, 1956 confirming their eligibility for re-appointment as the auditors of the Company.

Your directors recommend to appoint M/s Airen Saluja & Hablani, Chartered Accountants as the Auditors of the Company to hold office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors of the Company.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representation and full disclosure in all its dealings and communications, thereby protecting the rights and interests of all its shareholders .The Companys goal is to find creative & productive ways of delighting its stakeholders, i.e. investors, customers and associates, while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 are not applicable to the Company as it has no manufacturing activities during the year under review. The Company has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing more then Rs.24,00,000/- P.A. or Rs.2,00,000/- EM. for the part of the year under review.

ACKNOWLEDGEMENT.

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assistance, co-operation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

Place : Indore S.K. BANDI

Dated : 9th August, 2010 Director