Directors Report of Purshottam Investofin Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company together with audited statements of accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2014-15 are given hereunder:

(Rs.in lacs)

2014-15 2013-14

Revenue from operations & other income 159.70 122.14

Operating Profit (EBIDTA) 116.03 38.29

Finance Cost 111.81 34.10

Gross Profit (PBD) 4.22 4.19

Depreciation & amortization 0.05 0.94

Profit before tax 4.17 3.25 Provision for

- Current Tax (net) 1.95 1.25

- Deferred Tax - 0.003

- MAT Credit entitlement - -

- Adjustment for prior period tax/tax on dividend - -

Net Profit 2.22 1.99 Balance b/f from previous year 2387.42 2385.40

Profit available for appropriation 2389.56 2387.42 Appropriation:- Balance Carried to Balance Sheet 2389.56 2387.42

DIVIDEND

In order to meet the future requirements of the Company, yours Directors have decided not to recommend dividend for the Financial Year 2014-15.

OPERATIONS

During the year under review, the revenue from operations increased to Rs.159.70 lacs as against Rs.122.14 lacs in the previous year.

The net profit after tax for the year was Rs. 2.22 lacs as against Rs. 1.99 lacs in the previous year;

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Circular/Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, forms part of the Annual Report.

A Certificate from, M/s Kundan Agarwal & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2015 was Rs.628.35 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Public Deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

(iii) Particulars of loans, guarantees or investments

Particulars 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.

RBI GUIDELINES

As a Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times in financial year 2014-15 viz., on April 10, 2014, May 30, 2014, August 14, 2014, November 12, 2014, February 12, 2015 and March 05, 2015. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board re-constituted some of its Committees. The Committees are as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Risk Management Committee

Details of the said Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Cessation

During the year under review, Ms. Sapna Bhatia (PAN ANTPB7851L) and Ms. Neha Bansal (PAN ANMPB9893K) resigned from the post of Company Secretary of the Company. The Board placed on its records their appreciation for the valuable contribution provided by both the Company Secretaries.

During the year under review, Mr. Robin Garg (DIN 02400919) resigned from the post of Non Executive Independent Directorship and Committees in which he was serving as Chairman/Committee Member with effect from April 23, 2015 The Board placed on its records its appreciation for the valuable contribution provided by Mr. Robin Garg.

b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Sushil Kumar (DIN 02171252), being Executive Director, retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his appointment.

c. Appointment of Women Director

With coming into force of the provisions of Companies Act, 2013, the Board had appointed Ms. Swati Sharma (DIN 06757066) as Additional Executive Women Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from members proposing her appointment as Director.

The Board recommends her appointment. The details of the aforesaid Director forms part of this Report as Annexure I.

Based on the confirmation received, she is not disqualified for appointment under Section 164(2) of Companies Act, 2013.

d. Appointment of Independent Directors

During the year under review, Mr. Suraj Chokhani (DIN 03547280) and Mr. Ravi Jaipuria (DIN 00598138) had been appointed as Additional Non Executive Independent Directors who shall hold office upto the date of ensuing Annual General Meeting of the Company. The Company has received notices in writing under Section 160 of the Companies Act, 2013 from members proposing appointment as Directors.

The Board recommends their appointment. The details of the aforesaid Directors forms part of this Report as Annexure I.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 164(2) of Companies Act, 2013.

e. Key Managerial Personnel Appointment

During the year under review, Ms. Sarita Aggarwal (PAN- ARZPA2612C) was appointed as Compliance Officer & Company Secretary of the Company w.e.f. 01st November, 2014.

During the year under review, Mr. Deependra Singh Negi (PAN- AGIPN6328E) was appointed as Chief Financial Officer of the Company w.e.f. 30th May, 2015.

During the year under review, Mr. Pravin Santlal Jain- Managing Director (DIN 01318161); Mr. Deependra Singh Negi - Chief Financial Officer; and Ms. Sarita Aggarwal, Compliance officer & Company Secretary were designated as the Key Managerial Personnel of the Company pursuant to the requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by the Board of Directors and their terms and conditions of the appointment and remuneration was considered by the Board.

BOARD'S INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non- Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :- 1. Mr. Suraj Chokhani (DIN 03547280)

2. Mr. Ravi Jaipuria (DIN 00598138)

3. Mr. Atul Singla (DIN 03555967)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies, as mentioned in Note 2 of the Notes to the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been 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;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION & EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees has been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Agreement.

The evaluation framework for assessing the performance of Directors comprises of the following key areas

Expertise;

Objectivity and Independence;

Guidance and support in context of life stage of the Company;

Understanding of the Company's business;

Understanding and commitment to duties and responsibilities;

Willingness to devote the time needed for effective contribution to Company;

Participation in discussions in effective and constructive manner;

Responsiveness in approach;

Ability to encourage and motivate the Management for continued performance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

Accordingly a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an 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 potential conflict with the interest of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CFO.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure 2 to this Director's Report.

STATUTORY AUDITORS & THEIR REPORT

M/s. STRG & Associates, Chartered Accountants, having ICAI Firm Registration No. 014826N were appointed as Statutory Auditors of your Company at the Extra-Ordinary General Meeting

(EGM) held on March 30, 2015 from the conclusion of the said EGM till conclusion of Twenty Sixth Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is required to be ratified by members at every Annual General Meeting. Accordingly, the appointment of M/s. STRG & Associates, Chartered Accountants, as Statutory Auditor of the Company is placed for ratification by the shareholders.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Kundan Agarwal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for financial year 2014-15, has been appended as Annexure 3 to this Report.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

The Board of the Directors at their Meeting held on May 30, 2015 has appointed M/s. Kundan Agarwal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

INTERNAL AUDITORS & THEIR REPORT

Pursuant to provisions of Section 138 of Companies Act 2013 and rules made thereunder, the company had appointed MAKS & Co. as Internal Auditor for the year 2014-2015.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2014-15.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

There are no earnings and outgoing Foreign Exchange during the year under review.

VIGIL MECHANISM

Your Company has established a 'Whistle Blower Policy and Vigil Mechanism' for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

ACKNOWLEDGEMENT

We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges, and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us.

Your Directors express their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organization's growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of Purshottam Investofin Limited

Sd/- Sd/- Pravin Santlal Jain Suraj Chokhani Managing Director Director (DIN-01318161) (DIN-03547280)

---

Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting this Annual Report on the business and operation of the company together with Audited Statement of Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

Financial results of the Company for the year under review are summarized as below:

(In Rs.)

Particulars Standalone Consolidated

Year ended Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Total Income 1,22,14,767 95,23,942 1,22,14,767 95,23,942

Less: Total Expenditure 1,18,89,848 94,19,876 1,18,89,848 94,19,876

Profit / (Loss) before Tax 3,24,919 1,04,066 3,24,919 1,04,066

Less: Provision for Income tax 1,25,284 2,42,587 1,25,284 2,42,587

Deferred Tax 311 87,682 311 87,682

Profit / (Loss) After Tax 1,99,324 (2,26,203) 1,99,324 (2,26,203)

PERFORMANCE REVIEW

During the year under review, the Company has earned a net profit after tax of Rs. 1,99,324/- as compared to the loss after tax of Rs. 2,26,203/- in the previous year. Your directors are continuously looking for avenues for future growth of the Company in its business operations.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities.

FUTURE OUTLOOK

In the current year, your directors are putting up efforts to increase the earning speed and it is hope that the company will do better in current year as compared to last year.

With our industry leading organic growth programme and the successful integration of recent strategic investment in our company, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has transferred Rs. 64,984/- to the reserves of the Company.

DIVIDEND

Keeping in view the future requirements of funds by the company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

DIRECTORS

Mr. Pravin Sant lal Jain has been appointed as Managing Director of the Company w.e.f. August 14, 2013.

Mr. Surinder Dewan, Director of the Company has been ceased from the directorship of the Company on account of his death on March 17, 2014.

Mr. Robin Garg, who was appointed as Additional Director on May 30, 2014 is being appointed as Director of the Company.

The Company had, pursuant to the Listing agreement entered into with the Stock Exchanges, appointed Mr. Atul Singla and Mr. Robin Garg as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed company is required to have atleast one-third of the total number of directors as Independent Directors. In accordance with the provisions, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Bharat Bhushan Bansal retires by rotation in accordance with the provisions of Articles of Association of the Company and, being eligible, offer himself for re appointment. He has vast experience of Management and operations. With his rich business experience and extensive contacts in business circles, Mr. Bharat Bhushan Bansal has contributed immensely to the growth of the company. He has served our board with his valuable knowledge.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Ms. Neha Bansal, Company Secretary of the company, acts as the Compliance officer of the Company.

Ms. Sapna Bhatia had resigned from the post of Company Secretary w.e.f. July 31, 2014 and the Company should fill up the vacancy by appointing some other person thereto pursuant to the provisions of the Section 203 of the Companies Act, 2013 whereby listed company is required to appoint a Company Secretary in the Company.

Keeping in view the above legal requirements Ms. Neha Bansal was appointed as Company Secretary of the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed Delhi Stock Exchange (DSE). The annual listing fee to these Exchanges and custodial fees to NSDL & CDSL have been paid by the Company for the financial year 2014-15.

However, the Company is in process of listing its equity shares on Bombay Stock exchange Limited (BSE).

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

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 profit or loss of the Company for the year under review;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the directors have prepared the annual accounts for the financial year ended March 31, 2014 on going concern basis.

AUDIT COMMITTEE

The members of the audit committee have been changed due to death of Mr. Surinder Dewan on March 17, 2014 as follows:

1. Mr. Robin Garg

2. Mr. Atul Singla

3. Mr. Sushil Kumar

The Committee oversees the Company''s financial information, reviews the quarterly/half yearly /annual financial statements before they are submitted to the Board of Directors and performs such other function as are referred to it by the terms of its reference.

CORPORATE GOVERNANCE

Your Company continues to be complied to uphold the standards of Corporate Governance and adherence to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on the Corporate Governance along with the Certificate confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s Vipin Agarwal & Associates, Chartered Accountants, Membership No. 016544 and Firm Registration No. 014454N, appointed as Statutory Auditors of the Company, in place of M/s. Narinder Arora & Co., Chartered Accountants, the retiring Auditors of the Company who had shown their unwillingness for reappointment as Statutory Auditor of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

As per NBFC guidelines issued by the Reserve Bank of India, the Board of Directors has passed the required resolution confirming that the Company has neither accepted any public deposits nor does it intend to do so in the coming year 2014-15.

STATEMENT OF PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- per month during the financial year 2013-2014.This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and Amended Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors'' Report.

However, pursuant to Section 219(1)(b)(iv) of Companies Act, 1956 the reports and accounts are being sent to all the shareholders of the company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists ''people'' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS / OUTGO

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director''s Report.

MATERIAL CHANGES

Following are the material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors'' Report:

A. Appointment of Mr. Robin Garg as independent director of the Company w.e.f.30th May 2014.

B. Listing on Bombay Stock Exchange Limited (BSE)

The Company has filed an application for listing of its equity shares on Bombay Stock Exchange Limited (BSE) for which in-principal approval has been received by the Company and the Company is in process of filing final trading approval to the concerned stock exchanges.

SECRETARIAL COMPLIANCE CERTIFICATE

According to Section 383A of the Companies Act, 1956 and the Companies (Appointment and Qualifications of Secretary) Rules, 1988, every company having a paid-up share capital of not less than rupees Five Crores shall have a whole-time secretary and where a company increase its paid up share capital to more than Rs. Five Crores then the company shall, within a period of one year from the date of such increase, will appoint a whole time company secretary.

In view of above, the Company has appointed Ms. Sapna Bhatia as a Company Secretary of the Company who had resigned w.e.f. 31st July, 2014 and as such to fill up the casual vacancy arises due to her resignation, the Board of Directors of our company has appointed Ms. Neha Bansal as the Company Secretary of the Company w.e.f. 1st August 2014.

ADOPTION OF VIGIL MECHANISM

Pursuant to sub-section (9) of section 177 of Companies Act, 2013, every listed company shall establish a vigil mechanism for their directors and employees for reporting genuine concerns or grievances.

Board has adopted vigil mechanism in its meeting which shall be operated as a part of Audit Committee.

COMPANIES ACT, 2013

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. The Ministry of Corporate Affairs, vide circular no. 1/19/2013-CL-V dated April 4, 2014, notified that matters pertaining to maintenance of books of accounts and preparations/adoption/filing of financial statements, auditor''s report, Board''s report and attachments to such statements and reports in respect of financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions/ schedules/ rules of the Companies Act, 1956. Thus, the Board''s report and the financial statements of the Company were prepared as per the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the company''s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your director''s wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also wish to thanks the shareholders for their continued support and faith reposed in the Company.

By Order of the Board of Directors For Purshottam Investofin Limited

Sd/- Sd/-

Place: New Delhi Pravin Santlal Jain Naman Jain

Date : August 14, 2014 Managing Director Director

DIN: 01318161 DIN: 03436419

R/o 64, Rajat Apartment, R/o C-125, Sushant Lok, Mount Pleasant Road, Phase-I, Gurgaon, 122001, Mumbai-400006 Haryana