Directors Report of Smart Finsec Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 20TH Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2015.

Financial Performance:

The summarized financial highlight is depicted below:

FINANCIAL RESULTS For the Year Ended For the Year Ended 31.03.2015 31.03.2014

Income from operations: Rs.7364053 Rs.1818145

Other Income Rs.1508174 Rs.1500000

Depreciation : Rs.34856 Rs.72660

Profit/(Loss) before Tax : Rs.774058 Rs.2325896

Profit/(Loss) after Tax : Rs. 816929 Rs 2211858

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

BUSINESS PROSPECTS:- The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do the businesses of loans and advances, acquisition and underwrite of shares/stock/bonds/debentures/securities issued by government or local authority or other securities of like marketable nature, leasing, hire-purchase, providing consultancies and assistance of conversion of share & debenture and to act as share transfer agent, managers to public issues, chit business, to hold, build, contract, establish, own, sell, buy, possess, deal ,maintain and manage, construct, let or sublet on rent, erect, allot, develop, collaborate, patent, copyright, buy and sell on lease, exchange or otherwise acquire, hire purchase, finance, develop all rights in respect of free and leasehold properties, land, houses,&rest houses.

OPERATIONS AND BUSINESS PERFORMANCE:- Kindly refer to Management Discussion & Analysis covered under Corporate Governance and forms part of this Annual Report.

DIVIDEND :- Directors have not declared any dividend during the year under review due to inadequate of Profit. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVENANCE :- It has always been the company's Endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The company complies with the revised clause 49 of the listing Agreement.

The Board of Directors of the company had also evolved and adopted a code of conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

The Compliance Report on Corporate Governance forms part of the Annual Report. The Practicing Company Secretary certificate on the compliance of Corporate Governance Code embodied in clause 49 of the Listing Agreement.

Directors and Key Managerial Personnel:- Mrs. Sangita Jain (DIN : 07045132) and Mr. Sanjeev Soni ( DIN: 07045138) were appointed as an Additional Director of the Company w.e.f December 17, 2014 to hold office upto the ensuing Annual General Meeting. The Company has received notice from a member proposing their appointment as Director of the Company. The Board welcomes them and looks forward to their valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mrs. Sangita Jain and Mr. Sanjeev Soni were appointed as an Independent Director to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Pursuant to the Provisions of Section 149 of the Companies Act, 2013, Mrs. Sunayana ( DIN:07057816) was appointed as an Additional Director of the Company w.e.f December 30, 2014 to hold office upto the ensuing Annual General Meeting. The Company has received notice from a member proposing her appointment as Director of the Company. The Board welcomes her and looks forward to her valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Sunayana is being appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr Rajesh Chawla (DIN: 03633735) is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends the appointment of Mr. Rajesh Chawla as Director of the Company retiring by rotation.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement 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 Mach 31, 2015 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

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

Number of Board Meetings:

The Board of Directors met 9 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors' Meeting:

The Independent Directors met on March 31, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practising Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto. Business Responsibility Report:

The Business Responsibility Report for the year ended March 31, 2015 as stipulated under Clause 55 of Listing Agreement is annexed which forms part of this Annual Report. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per clause 49 of the Listing Agreement and the details of said transactions are provided in the Notice of the Annual General Meeting. Auditors & Auditors' Report:

M/s. A. Mohan & Co. , Chartered Accountants (Firm Registration No.: 017403N, the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re- appointment. Your Company has received letter from M/s. A. Mohan & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment. Directors recommend the re-appointment of M/s. A. Mohan & Co., Chartered Accountants, as Statutor Auditors of the Company to hold office from the conclusion of this AGM and authorise the Board to fix their remuneraton. Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made there under,your Company had appointed Mr. Dinesh Dewan, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2014-15 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, have not been furnished considering the nature of business undertaken by the Company during the year under report. There was no foreign exchange earning and outgo during the financial year under review.

By Order of the Board of Directors

Sd/-

Priyanka Sharma

Place: New Delhi Company Secretary

Date : 04/09/2015

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Mar 31, 2014

The Directors have pleasure in presenting their Annual General Report along with the Audited Statements of Account of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS For the Year Ended

31.03.2014 31.03.2013

Income from operations: Rs.1818145 Rs.2012580

Other Income Rs.1500000 Rs.1593570

Depreciation : Rs.72618 Rs.115824

Profit/(Loss) before Tax : Rs.2325896 Rs.2694720

Profit/(Loss) after Tax : Rs 2211858 Rs 2592967

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mrs. Raman Khera and Ms. Vimmi Sachdev who retire by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Arun Khera proposes the name of Mrs. Raman Khera and Mr. Rajesh Chawla proposes the name of Ms. Vimmi Sachdev as the directors of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/S A Mohan & Co., Chartered Accountants, Delhi auditors of the Company, will retires at the conclusion of ensuing Annual General Meeting. And being eligible offer themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment, if made would be in accordance with section 141 of the Companies Act-2013. Since in terms of the provisions of section 139 of the Companies Act-2013, read with the companies (Audit and Auditors) Rules, 2014, a company is permitted to appoint its statutory auditors for consecutive 5 years, as reduced by the number of 2 years if they are auditor of the company for the last two and more years. The board recommends their appointment for a period of 3 years.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

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

b) 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 true and fair view of the state of affairs of the company as at the end of March 31, 2014.

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMANKHERA

(DIRECTOR) (DIRECTOR)

Din:- 00055694 Din:- 00055728

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Mar 31, 2013

The Directors have pleasure in presenting their Annual General Report Along with the Audited Statements of Account of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS For the Year Ended

31.03.2013 31.03.2012

Income from operations : Rs. 2012580 Rs. 1151593

Other Income : Rs 1593570 Rs. 300000

Depreciation : Rs. 115824 Rs. 142883

Profit/(Loss) before Tax : Rs. 2694720 Rs. 612626

Profit/(Loss) after Tax : Rs 2592967 Rs. 517626

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mr.Rajesh Chawla and Mrs. Monika Jain who retire by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Arun Khera proposes the name of Mr. Rajesh Chawla and Ms. Vimmi Sachdev proposes the name of Mrs. Monika Jain as the directors of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/s. A. Mohan & Company, Auditors of the Company vacate office at the conclusion of the forthcoming Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

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

b) 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 true and fair view of the state of affairs of the company as at the end of March 31, 2013.

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMANKHERA

(DIRECTOR) (DIRECTOR)

---

Mar 31, 2012

The Directors have pleasure in presenting their Annual General Report Along with the Audited Statements of Account of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS For the Year Ended

31.03.2012 31.03.2011

Income from operations : Rs. 1151593 Rs. 369598

Other Income : Rs. 300000 Rs. 1520696

Depreciation : Rs. 142883 Rs. 157372

Profit/(Loss) before Tax : Rs. 612626 Rs. 601283

Profit/(Loss) after Tax : Rs. 517626 Rs. 490283

BUSINESS PROSPECTS

The Directors are making very hard and sincerely efforts to revive the business of the Company and are happy to inform that the company will do both the businesses of Real Estates and the Share trading and hope to build the business in the coming years

DIRECTORS

Mrs. Raman Khera who retires by rotation and inform the board of her willingness to continue as the director of the company. So Mr. Rajesh Chawla proposes the name of Smt. Raman Khera as the director of the company.

The Board considers her appointment and recommends for appointment.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are required to be given Pursuant to the Section 217 (2A) of the Companies Act, 1956, hence information required under this section is not given.

CONSERVATION OF ENERGY, TECHNOLOGY AND ABSORPTION

The particulars as required under section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy & technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earnings and outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement is enclosed

AUDITORS

M/s. A. Mohan & Company, Auditors of the Company vacate office at the conclusion of the forthcoming Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors commend their reappointment by the Members at the forthcoming AGM.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 regarding Directors' Responsibility Statement, the Directors confirm that:

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

b) 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 true and fair view of the state of affairs of the company as at the end of March 31, 2012

c) and the profits for the year ended on that date.

d) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) the directors have prepared the annual accounts on a going concern basis.

Sd/- Sd/-

ARUN KHERA RAMAN KHERA

(DIRECTOR) (DIRECTOR)