Directors Report of Richfield Financial Services Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting this 23rd Annual Report along with Audited Financial statement for the financial year ended 315t March, 2015.

FINANCIAL REsULTs:

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

(Amount in lakhs, except per share data)

Particulars For the For the Year ended Year ended 31.03.2015 31.03.2014

Net sales /Income from Business 108.02 74.93 Operations

Other Income 3.45 6.92

Total Income 111.47 81.86

Total Expenditure excluding 102.64 68.66 Depreciation

Profit before Depreciation 8.83 13.19

Depreciation 0.29 0.08

Profit before Tax 8.54 13.11

Provision for Taxation & Deferred 1.40 1.59 Tax

Net Profit after Tax 7.14 11.52

Less: Dividend (including Interim - - if any and final )

Net Profit after dividend and Tax 7.14 11.52

Amount transferred to General Reserve - -

Balance carried to Balance sheet 7.14 11.52

Earnings per share (Basic)/ Diluted 0.19 0.31

During the Financial year 315t March, 2015, your Company has earned a profit of Rs. 7,14,843/- lower than the previous financial year. Your Company will focus on reducing the operating expenses of the Company and will try to augment the profit by investing in lucrative shares or scripts.

BRIEF DESCRIPTION OF THE sTATE OF COMPANY's AFFAIRs

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

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

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, Joint venture or Associate Company.

DIVIDEND:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of section 205C of the Companies Act, 1956 is not applicable.

(section 205C of the Companies Act, 1956 is still applicable as the corresponding section under the Companies Act, 2013 is not yet notified)

ISSUES / ALLOTMENT OF SHARE CAPITAL:

During the financial year the Company has not allotted any equity shares under EsOP & sweat Equity share but has received unpaid arrear call money of Rs. 2,00,250/- thereby increasing the total paid up capital of the Company to Rs. 3,75,01,000/-.

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 Form MGT-9 and is attached to this Report as "Annexure-A".

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.rfsl.co.in.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POsITION OF THE COMPANY OCCURRED BETWEEN THE ENDs OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

TRANSFER TO RESERVES:

As per the statutory requirement for NBFC Companies, the company has transferred a sum of Rs 1,70,848/- to RBI Reserve Fund.

CORPORATE GOVERNANCE:

Your Company follows the principles of the effective corporate governance practices. As per the sEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th september, 2014 compliance with the provision of clause 49 of Listing Agreement is not mandatory to our Company, since it paid up share Capital does not exceed the threshold limit of Rs. 10 crore and Net worth of Rs. 2s Crore. Hence, the Company does not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

PARTICULARs OF LOANs. GUARANTEEs OR INVEsTMENTs UNDER sECTION 186:

Your Company is a Non Banking Financial Company, so the provisions of section 186 of the Companies Act, 2013, are not applicable to the Company.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company's Board, at present comprises of following Five (s) Directors:

ST Name Category

1 Ms. Meenakshi Daga Executive Director

2 Mr. Rajesh Kumar Kankaria Non Executive Promoter Director

3 Mr. Jai Narayan Gupta Non Executive Promoter Director

4 Mr. Om Prakash singhania Independent Director

5 Mr. sikhar Chand Choradia Independent Director

Further our Company is regular in the payment of the Managerial Remuneration to Ms. Meenakshi Daga- 20,000/- p.m. (Executive Director)

Also, Ms. Meenakshi Daga, Ms. Khushboo Kedia & Mr. Abhijit Puglia has been appointed as a Whole Time Director termed as Chief Executive Officer, Company secretary and Chief Financial Officer with effect from 16.10.2014, 02.02.2015 and 31.03.2015 respectively.

Brief note on Directors seeking appointed / re-appointment at the ensuing AGM:

Mr. Rajesh Kumar Kankaria, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Rajesh Kumar Kankaria, born on 23rd March, 19s9, appointed as director since inception of the Company, He is a practicing Chartered Accountant having more than 31 years of vast and rich experience to his credit. The company regularly avail his advises on Income Tax, Company law and other legal matters. His guidance and advises has contributed a lot in progress of the company. He is also a member of Audit committee of the company.

Further Mr. sikhar Chand Choradia was appointed as an Independent Directors of the Company for a period of s years at the last Annual General Meeting of the Company. so he will continue to hold the office for the remaining period. Whereas Mr. O.P singhania, who retires at this Annual General Meeting have been proposed to be re-appointed as an Independent Director of the Company for the period of 1 year i.e. to hold office up to the conclusion of the next Annual General Meeting of the Company to be held in the Calendar Year 2016.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review seven meetings were held on the following dates:

30th May, 2014, 30th July, 2014, 16th October, 2014, 30th October, 2014, 30th January, 2015, 02nd February, 2015 & 315t March, 2015

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of the Directors participation at the Board Meetings are as under:

Name of Director Attendance at the Board Meetings held on

30.05.2014 30.07.2014 16.10.2014 30 10.2014

Mr. R K Kankaria * * * *

Mr. J N Gupta * * * *

Mr. O P Singhania * * * *

Mr. S C Choradia * * * *

Ms. Meenakshi Daga X X X *

Name of Director Attendance at the Board Meetings held on

30.01.2015 02.02.2015 31.03.2015

Mr. R K Kankaria * * *

Mr. J N Gupta * * *

Mr. O P Singhania * X *

Mr. S C Choradia * * X

Ms. Meenakshi Daga * * *

The Chairman of the above Board Meetings was Mr. s C Choradia (Independent Director) except on 31.03.2015, in which Mr. O.P singhania was the Chairman.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the secretarial Department. The Directors expressed their satisfaction with the evaluation process.

COMMITTEEs OF THE BOARD

During the year, in accordance with provision of Companies Act, 2013, the Board of Directors of the Company has renamed the existing committees viz., stakeholders Relationship Committee [formerly known as shareholders'/Investors' Grievance Committee"] and Nomination and Remuneration Committee (formerly known as Remuneration Committee).

There are currently four committees of the Board which are as follows:

I) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process, reviewing Quarterly, Half yearly and Annual financial results, adequacy of internal control systems, internal audit function, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditors on any significant findings and also to investigate any activity within its terms of reference and to seek any information it requires from any employees and to secure the attendance of outsiders with relevant experience and expertise, where considered necessary.

The Audit Committee continued working under Chairmanship of Mr. s C Choradia with Mr. O P singhania and Mr. R K Kankaria as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members viz. 30th May, 2014, 30th July, 2014, 30th October 2014 and 30th January, 2015.

The composition of the Audit Committee as at March 31,2015 is hereunder:

SN Name of the Director Category Designation

1 Sikhar Chand Choradia Independent Director Chairman

2 Om Prakash singhania Independent Director Member

3 Rajesh Kumar Kankaria Non executive Director Member

2. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee and presently the committee comprises of 3 (three) Directors, out of which 2 are non executive and independent Directors.

The composition of the Nomination & Remuneration Committee as at March 31,2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Nomination & Remuneration Committee Meetings held on

30.05.2014 30.07.2014

Mr. s C Choradia Independent & * * (Chairman) Non-Executive Director

Mr. O P singhania Independent & * * (Member) Non-Executive Director

Mr. J N Gupta Non Executive * * (Member) Director



Name of Director Attendance at the Nomination & Remuneration Committee Meetings held on

30.10.2014 30.01.2015 02.02.2015 31.03.2015

Mr. s C Choradia * * * X (Chairman)

Mr. O P singhania * * X * (Member)

Mr. J N Gupta * * * * (Member)

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board of Directors of the Company has constituted a Committee which functions as 'stakeholders' Relationship Committee', consisting of three members, chaired by Independent and non executive Director.

The Committee, inter-alia, deals with various matters relating to:

* transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

* issue of duplicate share certificates for shares/debentures and other securities reported lost defaced or destroyed, as per the laid down procedure;

* issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

* to approve and monitor dematerialization of shares or other securities and all matters incidental or related thereto;

* to authorize the Company secretary and Head Compliance / other Officers of the share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

* monitoring expeditious redressal of investors / stakeholders grievances and

* all other matters incidental or related to shares, debenture

Details of shares transfer/transmission approved by the Committee and shareholders'/Investors' grievances are placed at the Board Meetings from time to time.

The Company has not received any Complaints during the year.

The composition of stakeholders' Relationship Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the stake holders' Relationship Committee Meetings held on

30.05.2014 30.07.2014

Mr. s C Choradia Independent and * * Non-Executive Director

Mr. O P singhania Independent and * * Non-Executive Director

Mr. J N Gupta Non Executive * * Promoter Director

Name of Director Attendance at the stakeholders' Relationship Committee Meetings held on

30.10.2014 30.01.2015

Mr. s C Choradia * *

Mr. O P singhania * *

Mr. J N Gupta * *

Details of Complaints received during the Year 2014-15

Nature of Complaints / Queries No of Complaints / Queries received

Transfer of shares Nil

Non-receipt of Annual Report Nil

Pending share Transfers Nil

Nature of Complaints / Queries No of Complaints not solved to the satisfaction of shareholder

Nil Transfer of shares Nil Non-receipt of Annual Report Nil Pending share Transfers

The company confirms that there were no share transfers lying pending as on 31.03.2015, and all request for dematerialization and re-materialisation of shares as on that date were confirmed / rejected into the NsDL /CDsL system. For any query contact the Compliance Officer of the Company.

Name, Designation & Address of the Compliance Officer

Ms. Khushboo Kedia Company secretary

Richfield Financial services Limited

33, Brabourne Road, sth Floor, Kolkata-700001 Email: [email protected] Phone No: 033-2242-s812

4. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a "Risk Management Committee" consisting of four members, All the members of the Committee is a Non Executive Director.

The objectives and scope of the Risk Management Committee broadly comprises:

* Oversight of risk management performed by the executive management;

* Reviewing the BRM policy and framework in line with local legal requirements and sEBI guidelines;

* Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

* Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

The composition of the Risk Management Committee as at March 31,2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Member Category Attendance at the Risk Management Committee meeting held on

Mr. s C Choradia Independent and Non-Executive 30.07.2014 Director, Chairman

Mr. O P singhania Independent and Non-Executive 30.07.2014 Director

Mr. R K Kankaria Non Executive Director 30.07.2014

Mr. J N Gupta Non Executive Director 30.07.2014

VIGIL MECHANIsM / WHIsTLE BLOWER POLICY:

The Board has adopted a Whistle Blower Policy for the Company. This policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behaviour or wrongful conduct in the Company. Further to prohibit managerial personnel from taking any adverse personnel action against such employee.

REMUNERATION AND NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company is abiding by the provisions referred to in sub-section (I) of section 188 of the Companies Act, 2013 relating to the particulars of every contract or arrangements entered into by the Company with its related parties. However, during the financial year 2014-15, there is no materially significant related party transaction made by the company with its Promoters, Key Managerial Personnel or other designated persons which have a potential conflict with interest of the company at large.

SIGNIFICANT AND MATERIAL ORDERs PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There are no significant and material orders passed by any regulatory Authority or courts or tribunals that would impact the going concern status of the Company and its future operation.

DIRECTORS' REsPONsIBILITY sTATEMENT:

The Directors' Responsibility statement referred to in clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors has laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

STATUTORY AUDITORS:

M/s. More V & Co., Chartered Accountants, (Firm Registration No. 312033E), having their office at 16B Roberts street, Kolkata-700-012, were appointed as a statutory Auditors of the Company for a period 3 years at the last Annual General Meeting of the Company held on 12.09.2014 subject to ratification of their re-appointment at every Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of the Companies Act, 2013.

SECRETERAIL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Prakash Choudhary, Practicing Company secretaries, (C.P.No.1418s) to undertake the secretarial Audit of the Company. The secretarial Audit report in Form MR-3 is annexed herewith as "Annexure B" and forms an integral part of this Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONs. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The observations of the auditors in their reports are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

There were no qualifications, reservations or adverse remarks made by the statutory Auditors in their report.

Further as per the report of the Practicing Company secretary, the Company has not filed e-form MGT-10 with respect to change in promoters shareholding on O2.12.2014 and 17.01.2015 by more than 2% in volume, as required under section 93 of the Companies Act, 2O13. The Company will file the requisite form at the earliest and will ensure to have timely compliances in near future as required under the Act.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal control system and actual performance is closely reviewed on quarterly and yearly basis. Its internal control system and procedure are commensurate with the size of the operation and are adequate to ensure safeguarding its resources against loss, unauthorized use or disposition and also to ensure that all transactions are authorized, recorded and reported correctly.

RISK MANAGEMENT POLICY:

The Company has proper mechanism and management policies for the business risk associated with the Company. It has well diversified portfolio on various blue chip companies as evident from the Investment details attached here unto in the notes to the financial statements.

Though there is insignificant risk applicable to the Company which can threaten the very existence of the Company, still Company has proper backing for the same.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Companies (Corporate social Responsibility Policy) Rule, 2O14 is not applicable to the Company. Hence there is no need to develop policy on CsR and take initiative thereon. However, your Company respects society value and make endeavor to contribute for the societal cause as far as possible.

ENVIRONMENT AND SAFETY:

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

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

As required by the sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2O13. Your Company is not required to formulate and implement a policy on prevention of sexual Harassment of Women at Workplace Committee with a mechanism for lodging complaints.

Nevertheless the Company has not received any such complaints during the year under review.

HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets.

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Your Company is continuously committed to nurturing, enhancing, retaining and development of talent on an ongoing basis through superior Learning & Organizational Development. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company stresses on lesser Employee Turnover and higher Employee Retention.

STATUTORY INFORMATION:

1. PARTICULARS OF EMPLOYEE

Pursuant section 197(12) of the Companies Act, 2013 and Rule s(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees are maintained in line with the provision of section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the registered office of the Company, 21 days before the Annual General Meeting of the Company and up to the date of the ensuing Annual General Meeting during the business hours on working days.

2. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S

The ratio of the remuneration paid to the Directors and to that of the median employee of the Company is as under:

Remuneration paid to Ms. Meenakshi Daga (Executive Directors) - Rs. 20,000/- p.m.

Remuneration paid to the Median Employee -Rs. 15,500/- p.m.

The ratio between them is 1.29: 1

There is no such employee in the Company Drawing Remuneration which in the aggregate exceeds Rs. 60,00,000/- employed throughout the financial year or Rs. 5,00,000/- or more per month employed during the part of the financial year,2014-15. The Company had s permanent employees.

None of the employees of the Company is a relative of any Director of the Company. Further none of the Employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

3. CONSERVATION OF ENERGY, TECHNOLOGY ABsORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

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

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

4. PUBLIC DEPOsIT

The Company has not accepted/renewed any deposit within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the Balance sheet date.

5. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to The Calcutta stock Exchange Limited (CsE) where the Company's shares are listed. Company has also applied for listing it securities at Bombay stock Exchange (BsE) Limited.

ACKNOWLEDGEMENT:

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

Address for Correspondence: REGIsTERED OFFICE :

33 Brabourne Road, sth Floor Kolkata: 700-001 Email: [email protected] Website; www.rfsl.co.in Telephone No.: [phone]

For and on Behalf of the Board of Directors

RICHFIELD FINANCIAL SERVICES LIMITED

(RAJESH KUMAR KANAKRIA) (MEENAKSHI DAGA) Place: Kolkata Director Whole Time Director Date: 30.05.2015 DIN: 00097236 DIN: 0699ss3s

---

Mar 31, 2014

DEAR MEMBERS,

The directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2014,

REVIEW OF OPERATIONS

During the year under review, your Company's performance is satisfactory and it has shown a positive growth in comparison to last year operations. Your Company has shown potential and has managed to grow along with market. The broad parameters of operations are as below:

FINANCIAL RESULTS 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs.in Lacs)

Total Income 81.86 80.37

Profit/(Loss) before Tax 13.11 1.87

Less: Provision for Taxation 1.59 .36

Profit/(Loss) after Tax 11.52 1.51

Balance brought forward 23,82 22.68

Profit available for appropriation 35.43 24.19

Transfer to RBI Reserve Fund 2.62 .37

Surplus carried to Balance Sheet 32.81 23.82

DIVIDEND

To strengthen the capital base of the Company, Your Directors have not recommended any dividend for the financial year ended March 31,2014.

OPERATIONS & FUTURE PROSPECTS

The year ended 31st March, 2014 was not a very good year for the entire economy particularly the capital market, the area in which your company has been operating. In this market scenario your company has been able to maintain its growth to a certain level. Your directors feel that the inner strength of the Company will enable it to stand firmly on its feet and face the counter market for further development.

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

The requirement of disclosure in terms of section 217(1)(e) of the Companies Act, 1956, of the steps taken as regards conservation of energy and technology absorption does not apply to your company. Your company does not have any Foreign Exchange Earnings or Outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the companies (Amendment) Act, 2000 the Directors confirm that -

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies as mentioned in Notes on Accounts of the Annual Accounts 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 as on 31st March 2014 and of the statement of profit or loss of the Company for the year ended 31st March 2014;

iii) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

Mr. Subodh Kumar Agrawal who was in the board of your Company has resigned from the board w.e.f. 25.03.2014. The Directors wish to place on record their appreciation of valuable guideline and advice of Mr. Subodh Kumar Agrawal during his tenure with the Company.

Mr. Om Prakash Singhania has appointed as a Director to fill the casual Vacancy due to Resignation of Mr. Subodh Kumar Agrawai, vacating his office as a Director of the Company before the expiry of his term of office and that Mr. Om Prakash Singhania is to hold office till the date the outgoing Director Mr. Subodh Kumar Agrawai would have held office.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Co. has taken steps to comply with the requirements of the revised Clause 49 of the listing Agreement with the Stock Exchange.

A separate section on corporate Governance forming part of the Directors' Report and the certificate from the company's Auditors on Corporate Governance as stipulated in clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

The Statutory auditors of the Company, M/s- More V. & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of the statutory auditors, if re - appointed. Section 139(2) of the Companies Act, 2013 (effective 1 April,2014), mandates that a listed company or such other prescribed classes of companies shall not appoint or re- appoint an audit firm as Statutory Auditors for more then two terms of five consecutive year each.

Further, the companies as aforesaid, whose Statutory Auditors has held office for a period of 16 years or more are required to comply with these provisions, within three years from the date of commencement of these provisions i.e. 1st April, 2014. For this purpose, the term of audit firm before the commencement of these provisions shall be take into account for calculating the period of 16 consecutive years.

Our auditors, M/s More V. Co., Chartered Accountants, are holding the office as statutory Auditors since FY - 1998-99.Hence, they can only be re -appointed for the period upto three years i.e. up to FY. 2016-2017.

The audit committee and the Board of Directors recommend the re-appointment of M/s - More V. Co., Chartered Accountants as Statutory auditors of the up to FY. 2016-17, for shareholders' approval.

AUDITORS REPORT

The notes on Accounts referred in the Auditors Report are seif explanatory and therefore, do not call for any classification.

PUBLIC DEPOSIT

Your company has not accepted any deposit(s) within the meaning of Sec-58A of the Companies Act, 1956 and the rules made thereof.

LISTING OF SHARES

The Equity Shares of the Company are listed with Calcutta Stock Exchange. Listing Fees for the year 2013-14 have been paid.

DEPOSITORY SYSTEM

Following directive from Securities & Exchange Board of India (SEBI), the Shares of the Company are now open for dematerialisation. The ISIN number allotted to the Company is INE 201C01012. The shareholders now have the option to hold the Equity Shares of the Company either in physical form or in electronic form.

PARTICULARS OF EMPLOYEES

The particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 (as amended) are not applicable, as none of the employees of the Company fall under the category prescribed.

APPRECIATION

Your Directors acknowledge with deep appreciation convey their gratitude to the employees, auditors shareholders and all concerned Government Department for their continued support and assistance extended to your company

On Behalf of the Board of Directors

R. K. KANKARIA May 30, 2014 Director.

---

Mar 31, 2013

DEAR MEMBERS,

The directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

REVIEW OF OPERATIONS

The lower turnover and operating margins is an environment of high interest cost has put severe pressure on the company's profitability. Due to the poor debt service ability the company's working was not upto mark. The broad parameters of operations are as below:

FINANCIAL RESULTS 31.03.2013 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

Total Income 80.37 70.24

Profit/(Loss) before Tax 1.87 (0.77)

Less: Provision for Taxation 0.36 1.15

Profit/(Loss) after Tax 1.51 (1.93)

Balance brought forward 22.68 24.65

Profit available for appropriation 24.19 22.72

Transfer to RBI Reserve Fund 0.37 —

Surplus carried to Balance Sheet 23.82 22.68

DIVIDEND

To strengthen the capital base of the Company, Your Directors have not recommended any dividend for the financial year ended March 31,2013.

OPERATIONS & FUTURE PROSPECTS

The year ended 31st March, 2013 was not a very good year for the entire economy particularly the capital market, the area in which your company has been operating. In this market scenario your company has been able to maintain its growth to a certain level. Your directors feel that the inner strength of the Company will enable it to stand firmly on its feet and face the counter market for further development.

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

The requirement of disclosure in terms of section 217(1)(e) of the Companies Act, 1956, of the steps taken as regards conservation of energy and technology absorption does not apply to your company. Your company does not have any Foreign Exchange Earnings or Outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the companies (Amendment) Act, 2000 the Directors confirm that -

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies as mentioned in Notes on Accounts of the Annual Accounts 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 as on 31st March 2013 and of the statement of profit or loss of the Company for the year ended 31st March 2013;

iii) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sri Rajesh Kumar Kankaria retires by rotation and is eligible for re-appointment.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the listing Agreement with the Stock Exchange.

A separate section on corporate Governance forming part of the Directors' Report and the certificate from the company's Auditors on Corporate Governance as stipulated in clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

M/s More V. & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment as auditors. The company has received a certificate from them to the effect that the re-appointment, if made would be within the limits prescribed under section 224(1 B) of companies Act 1956.

AUDITORS REPORT

The notes on Accounts referred in the Auditors Report are self explanatory and therefore, do not call for any classification.

PUBLIC DEPOSIT

Your company has not accepted any deposit(s) within the meaning of Sec-58A of the Companies Act, 1956 and the rules made thereof.

LISTING OF SHARES

The Equity Shares of the Company are listed with Calcutta Stock Exchange. Listing Fees for the year 2012- 13 have been paid.

DEPOSITORY SYSTEM

Following directive from Securities & Exchange Board of India (SEBI), the Shares of the Company are now open for dematerialisation. The ISIN number allotted to the Company is INE 201C01012. The shareholders now have the option to hold the Equity Shares of the Company either in physical form or in electronic form.

PARTICULARS OF EMPLOYEES

The particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 (as amended) are not applicable, as none of the employees of the Company fall under the category prescribed.

APPRECIATION

Your Directors acknowledge with deep appreciation convey their gratitude to the employees, auditors shareholders and all concerned Government Department for their continued support and assistance extended to your company.

On Behalf of the Board of Directors

R. K. Kankaria Kolkata, May 30, 2013 Director

---

Mar 31, 2012

DEAR MEMBERS,

The directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

REVIEW OF OPERATIONS

The lower turnover and operating margins is an environment of high interest cost has put severe pressure on the company's profitability. Due to the poor debt service ability the company's working was not upto mark. The broad parameters of operations are as below:

FINANCIAL RESULTS 31.03.2012 31.03.2011 (Rs.in Lacs) (Rs. in Lacs)

Total Income 70.24 74.16

Profit/(Loss) before Tax (0.77) 3.32

Less: Provision for Taxation 1.15 0.08

Profit/(Loss) after Tax (1.93) 3.24

Balance brought forward 24.65 22.87

Profit available for appropriation 22.72 26.11

Transfer to RBI Reserve Fund — 0.66

Surplus carried to Balance Sheet 22.68 24.65

DIVIDEND

In view of the losses incurred by the Company, Your Directors have not recommended any dividend for the financial year ended March 31, 2012.

OPERATIONS & FUTURE PROSPECTS

The year ended 31st March, 2012 was not a very good year for the entire economy particularly the capital market, the area in which your company has been operating. In this market scenario your company has been able to maintain its growth to a certain level. Your directors fee! that the inner strength of the Company will enable it to stand firmly on its feet and face the counter market for further development.

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

The requirement of disclosure in terms of section 217(1)(e) of the Companies Act, 1956, of the steps taken as regards conservation of energy and technology absorption does not apply to your company. Your company does not have any Foreign Exchange Earnings or Outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the companies (Amendment) Act, 2000 the Directors confirm that -

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies as mentioned in Notes on Accounts of the Annual Accounts 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 as on 31st March 2012 and of the statement of profit or loss of the Company for the year ended 31st March 2012;

iii) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sri Rajesh Kumar Kankaria retires by rotation and is eligible for re-appointment.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the listing Agreement with the Stock Exchange.

A separate section on corporate Governance forming part of the Directors' Report and the certificate from the company's Auditors on Corporate Governance as stipulated in clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

M/s More V. & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment as auditors. The company has received a certificate from them to the effect that the re-appointment, if made would be within the limits prescribed under section 224(1 B) of companies Act 1956.

AUDITORS REPORT

The notes on Accounts referred in the Auditors Report are self explanatory and therefore, do not call for any classification.

PUBLIC DEPOSIT

Your company has not accepted any deposit(s) within the meaning of Sec-58A of the Companies Act, 1956 and the rules made thereof.

LISTING OF SHARES

The Equity Shares of the Company are listed with Calcutta Stock Exchange. Listing Fees for the year 2011- 12 have been paid.

DEPOSITORY SYSTEM

Following directive from Securities & Exchange Board of India (SEBI), the Shares of the Company are now open for dematerialisation. The ISIN number allotted to the Company is INE 201C01012. The shareholders now have the option to hold the Equity Shares of the Company either in physical form or in electronic form.

PARTICULARS OF EMPLOYEES

The particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 (as amended) are not applicable, as none of the employees of the Company fall under the category prescribed.

APPRECIATION

Your Directors acknowledge with deep appreciation convey their gratitude to the employees, auditors shareholders and all concerned Government Department for their continued support and assistance extended to your company.

On Behalf of the Board of Directors

R. K. Kankaria May 31,2012 Director

---

Mar 31, 2011

DEAR MEMBERS,

The directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2011.

REVIEW OF OPERATIONS

During the year under review, your Company's performance is satisfactory, although it has shown a negative growth in comparison to last year operations. However your company has shown potential and has managed to grow along with the market. The broad parameters of operations are as below:

FINANCIAL RESULTS 31.03.2011 31.03.2010 (Rs.in Lacs) (Rs.in Lacs)

Total Income 74.16 81.20

Profit/(Loss) before Tax 3.32 4.31

Less: Provision for Taxation & Contingent against Standard Assets 1.02 0.48

Profit/(Loss) after Tax 2.30 3.83

Balance brought forward 22.87 20.24

Profit available for appropriation 25.32 23.73

Transfer to RBI Reserve Fund 0.66 0.86

Surplus carried to Balance Sheet 24.65 22.87

DIVIDEND

Due to non-availability of sufficient surplus, your Directors are unable to propose dividend for the year under review.

OPERATIONS & FUTURE PROSPECTS

The year ended 31st March, 2011 was not a very good year for the entire economy particularly the capital market, the area in which your company has been operating. In this market scenario your company has been able to maintain its growth to a certain level. Your directors feel that the inner strength of the Company will enable it to stand firmly on its feet and face the counter market for further development.

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

The requirement of disclosure in terms of section 217(1)(e) of the Companies Act, 1956, of the steps taken as regards conservation of energy and technology absorption does not apply to your company. Your company does not have any Foreign Exchange Earnings or Outgo during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956 as amended by the companies (Amendment) Act, 2000 the Directors confirm that -

i) In the preparation of annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies as mentioned in Notes on Accounts of the Annual Accounts 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 as on 31st March 2011 and of the profit or loss of the Company for the year ended 31st March 2011;

iii) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sri Subodh Kumar Agrawal retires by rotation and is eligible for re-appointment.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the listing Agreement with the Stock Exchange.

A separate section on corporate Governance forming part of the Directors' Report and the certificate from the company's Auditors on Corporate Governance as stipulated in clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

M/s More V. & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment as auditors. The company has received a certificate from them to the effect that the re-appointment, if made would be within the limits prescribed under section 224(1B) of companies Act 1956.

AUDITORS2REPORT

The notes on Accounts referred in the Auditors Report are self explanatory and therefore, do not call for any classification.

PUBLIC DEPOSIT

Your company has not accepted any deposit(s) within the meaning of Sec-58A of the Companies Act, 1956 and the rules made thereof.

LISTING OF SHARES

The Equity Shares of the Company are listed with Calcutta Stock Exchange. Listing Fees for the year 2010- 11 have been paid.

DEPOSITORY SYSTEM

Following directive from Securities & Exchange Board of India (SEBI), the Shares of the Company are now open for dematerialisation. The ISIN number allotted to the Company is INE 201C01012. The shareholders now have the option to hold the Equity Shares of the Company either in physical form or in electronic form.

PARTICULAR S2OF2 EMPLOYEES

The particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 (as amended) are not applicable, as none of the employees of the Company fall under the category prescribed.

APPRECIATION

Your Directors acknowledge with deep appreciation convey their gratitude to the employees, auditors shareholders and all concerned Government Department for their continued support and assistance extended to your company.

On behalf of the Board of Directors

R. K. Kankaria May 31,2010 Director