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Directors Report of Sangam Finserv Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

The Board of Directors of Suchitra Finance & Trading Co. Ltd. ("your Company" or "the Company") are pleased to present the 35th Annual Report and the Audited Financial Statements of your Company for the financial year ended 31st March, 2018 ("financial year under review").

FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the financial year ended 31st March, 2018 as compared to the previous financial year ended 31st March, 2017 is summarized below:

(Rs. in Lakhs)

Particulars	For the year ended 31st March, 2018	For the year ended 31st March, 2017
Revenue from Operations	2433.51	1269.90
Other Income	0.16	Nil
Total Revenue	2433.67	1269.90
Less: Total Expenses	96.84	81.07
Profit before Depreciation, Finance Cost & Tax	2336.83	1188.83
Less: Depreciation	0.05	0.12
Finance Cost	1283.55	531.76
Profit/Loss before Tax	1053.23	656.95
Less: Tax	317.08	220.30
Profit/(Loss) after Tax	736.15	436.65
Proposed Dividend	93.23	-
Tax on proposed Dividend	18.98	-
Transfer to Special Reserve Fund	1.95	1.95
Transfer to General Reserve	184.04	-
Earnings Per share (Rs.)	7.90	4.68

Note : The above figures are extracted from the financial statements for the financial year ended on 31st March, 2018

OPERATIONAL REVIEW:

Your Company is non-deposit taking NBFCs. Some of the key highlights of your Company''s performance during the year under review are:

Revenue:

Company''s Revenue from operations as on 31st March, 2018 stand at Rs. 2433.51/- Lakhs against Rs. 1269.91/-Lakhs recorded in the previous year.

Net worth:

The Net Worth of the Company increased from Rs. 7538.94 Lakhs to 8162.89 Lakhs.

Profit before tax:

Profit before taxation is Rs. 1053.23 Lakhs as against Rs. 656.94 Lakhs in the last year.

Net profit after tax:

Net profit after taxation is Rs. 736.15 Lakhs as against Rs. 436.65 Lakhs in the last year.

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations, 2015''). Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. Your Company discloses standalone unaudited financial results on a quarterly basis, which are subjected to limited review, and standalone audited financial results on an annual basis.

DIVIDEND:

The Company''s overall performance during the year under review was satisfactory. Based on the performance, your directors had the pleasure of declaring payment of Final dividend of Rs. 1.20/-per equity shares for the financial year on 31st March, 2018.

TRANSFER TO RESERVES:

The Company has transferred Rs. 147.24/- Lakhs to Special Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934 and the Company has transferred Rs. 184.04/-Lakhs to General Reserve.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2018 was Rs. 9,32,25,500/- Share capital comprised of 93,22,550 Equity Shares with a face value Rs. 10/- each. There was no increase in equity capital compared to the previous year.

CHANGES IN THE NATURE OF BUSINESS OF THE COMPANY:

The Company continues to operate in the same business of lending and receiving loans & advances, there was no change in business activity. No material changes of the Company occurred between end of the financial year and the date of this report.

PUBLIC DEPOSITS:

Being a non-deposit taking Company, your Company has not accepted any deposits from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year and within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

SUBSIDIARIES. HOLDING & ASSOCIATE COMPANIES:

Marigold Investrade Private Limited is the Holding Company and holds 63.08% of the Company''s Equity Share Capital as on 31st March, 2018.

During the financial year under review, no new Company became Subsidiary/Joint Venture/Associate of the Company.

SEGMENT REPORTING:

Based on the risks and returns associated with business operations and in terms of Accounting Standard-17 (Segment Reporting), the Company is predominantly engaged in a single reportable segment of ''Financial Services''.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in MGT - 9 as provided under Section 92(3) of the Companies Act, 2013 is appended to this Report as Annexure ''A''.

LISTING OF SHARES:

The Shares of the company are listed on BSE Limited and The Calcutta Stock Exchange Limited. The Company has paid the Listing Fees for the Year 2018-2019 to the Stock Exchange.

DIRECTORS:

In accordance with the Articles of Association of the Company and in view of the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, Mr. Vinod Kumar Sodani, (DIN: 00403740), director of the Company retire at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independent Director prescribed both under section 149 (6) of the Companies Act, 2013 and as per SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015.

PARTICULARS OF LOANS GIVEN. INVESTMENT MADE. GUARANTEES GIVEN OR SECURITY PROVIDED:

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees.

The particulars of loans, guarantees and investments made under provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements, which forms part of this Annual Report.

RESERVE BANK OF INDIA GUIDELINES FOR (NBFCS) NON BANKING FINANCIAL COMPANIES:

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

The Company is also in compliance with the NBFC - Corporate Governance (Reserve Bank) Directions, 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(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.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has the following persons as the Key Managerial Personnel.

â¢ Mrs. Anjana Soni Thakur : Whole Time Director (WTD)

â¢ Mr. Govinda Soni : Company Secretary (CS)

â¢ Ms. Antima Soni : Chief Financial Officer (CFO)

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD. COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) 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 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.

Criteria adopted for evaluation:

The Board shall evaluate the roles, functions, duties of Independent Directors (ID''s) of the Company. Each ID shall be evaluated by all other directors'' not by the Director being evaluated. The board shall also review the manner in which ID''s follow guidelines of professional conduct.

Performance review of all the Non-independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation;

Performance review of the Chairman of the company in terms of level of competence of chairman in steering the company;

The review and assessment of the flow of information by the company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2017-2018 forms a part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

Currently there are five Committees which are as follows:

1. Audit Committee

2. Stakeholders Relationship committee

3. Nomination and Remuneration Committee

4. Investment Committee

5. Corporate Social Responsibility Committee

Details of all the committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, forming part of this Annual Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a vigil mechanism for Directors and Employees. The Vigil Mechanism / Whistle Blower policy has been posted on the website of the Company (www.sftc.co.in).

PREVENTION OF SEXUAL HARASSMENT:

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

We further state that during the financial year under review, there were no complaints received/cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company has a Risk Management Policy (a) to ensure that all the Current and future material risk exposures of the company are indentified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management process (b) to establish a framework for the company''s risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with financial stability.

There are no risks which threaten the existence of the company.

RELATED PARTY TRANSACTIONS:

Your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms'' length basis and in accordance with the provision of the Companies Act, 2013, Rules issued there under.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No.INE475D01010.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

INTERNAL FINANCIAL CONTROL:

Your Company has in place an adequate internal control system commensurate with the size of its operations. The Internal control system comprising of policies and procedures is designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company''s operations.

During the financial year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on such controls.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code with revision made in accordance with the requirements of Listing Regulations has been posted on the Company''s website www.sftc.co.in.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

The members of the Company at its Extra Ordinary General Meeting held on 20th January, 2018 appointed M/s. S. S. Rathi & Co., Chartered Accountants (Firm Registration No. 108726W), as Statutory Auditors of the Company to hold the office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting. The auditors confirmed that their appointment shall be in compliance with Section 139 and 141 of the Companies Act, 2013 subject to ratification at the ensuing AGM by the shareholders.

The Company had received certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment pursuant to Section 139(1) of the Act.

INTERNAL AUDIT:

Pursuant to the provision of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit committee re-appointed M/s. Kavita Birla & Co., (M. No. 405577), Practicing Chartered Accountant, Mumbai as an Internal Auditor of the Company. The Internal Auditor submits his reports to the Audit Committee.

Based on the report of Internal Audit, Management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and Corrective actions thereon are presented to the Audit Committee of the Board.

SECRETARIAL AUDIT REPORT:

Your Company appointed M/s. Reena S. Modi & Associates, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. A-25346, Certificate of Practice No. 12621) as the Secretarial Auditor of your Company to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit report is annexed herewith as Annexure ''B'' and forms an integral part to this Report.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

By the Statutory auditor in his report:

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the statutory auditors of the Company.

By the company secretary in practice in his secretarial audit report:

There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the company secretary in practice.

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate policies and procedures for ensuring the orderly business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation.

CORPORATE GOVERNANCE:

The Company is committed in maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the financial year under review. A declaration to this effect signed by the Chief Executive Officer of the Company forms part of the Corporate Governance Report.

The Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the Financial Statements and other matters as required under Regulation 17(8) of the SEBI Listing Regulations which forms part of the Corporate Governance Report.

The Corporate Governance Report, which form an integral part of this Report, are set out as a separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulation, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

Pursuant to Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is presented as a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING:

Considering the Company''s activities as a non-banking finance company (NBFC), particulars with respect to the conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company.

PARTICULARS OF EMPLOYEES:

The prescribed particulars of remuneration of employees pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure "C" to the Directors'' Report and forms part of this Annual Report.

None of the employees have drawn remuneration more than Rs. 10 lakhs p.m., if employed for the part of the year and Rs. 120 lakhs p.a. if employed throughout the year.

CORPORATE SOCIAL RESPONSIBILITY:

Company was required to spend Rs. 4.73 lakhs during Financial Year 2018-19 towards Corporate Social Responsibility.

The Company evaluated various options and projects like rural development foundation, improving the quality of life in rural area like backward people & adiwasi people, promoting of education and other areas of activities mentioned in the CSR Policy of the Company.

CSR amount was unspent during FY 2017-18 due to the time taken to identify the CSR projects and identifying implementing agencies with better skills and experience to partner for CSR activities. However, the Company is in process to finalize same and planning to spend CSR fund in the financial year 2018-19.

The disclosure required pursuant clause (0) of sub-section (3) of Section 134 of the Companies Act 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure-D" forming part of this Report.

ACKNOWLEDGMENT:

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the company & management and to all customers across all area, shareholders, Financial Institutions, Banks, Government, and Local Authorities under our operation, who have given the company an opportunity to serve them.

It is worth mentioning that, working with many NBFCs has been a very encouraging experience especially in being catalyst to their sustainability and growth. The company looks forward to further strengthening the synergies.

The entire Team of the Company deserves the appreciation for their sincere efforts and determination to excel. The core teams of the plays a pivotal role in articulating and implementing the strategic decisions and thus contributing to the development of the company. I take this opportunity to express my heartfelt appreciation for their continuous support, hard work and dedication.

For and on behalf of the Board of Directors For Suchitra Finance & Trading Co. Ltd.

Date: 30th May, 2018
Place: Mumbai

Vinod Kumar Sodani

Chairman

(DIN: 00403740)

ANNEXURE TO DIRECTORS'' REPORT

"ANNEXURE A"

EXTRACT OF ANNUAL RETURN Form No. MGT-9

(As on the Financial Year ended on 31st March, 2018) [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

II. PRINCIPAL BUSINESS AC3TIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the Company
1	Interest Income & Syndication Fees	649	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and address of the Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1	Marigold Investrade Pvt. Ltd.	U67120MH1997PTC106020	Holding	63.08%	2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding:

Category of Shareholder	No. of Shares held at the beginning of the year (2017)				No. of Shares held at the end of the year (2018)				% Change during The year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during The year
(A) Promoter/PAC
1) Indian
a) Individual/ HUF	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
b) Central Govt	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
c) State Govt(s)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
d) Bodies Corp	5505850*	Nil	5505850	59.06	5880250	Nil	5880250	63.08	4.02
e) Banks /Fl	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
f) Any Other	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sub-total(A) (1) :-	5505850	Nil	5505850	59.06	5880250	Nil	5880250	63.08	4.02
2) Foreign
g) NRIs-lndividuals	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
h) Other-Individuals	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
i) Bodies Corp.	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
j) Banks /Fl	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
k) Any Other....	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sub-total(A)(2):-	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Total Shareholding of Promoters (A)=(A)(1) (A)(2)	5505850	Nil	5505850	59.06	5880250	Nil	5880250	63.08	4.02

I. REGISTRATION AND OTHER DETAILS:

i.	CIN	L6591OMH1981PLC234305
ii.	Registration Date	09/12/1981
iii.	Name of the Company	SUCHITRA FINANCE & TRADING COMPANY LIMITED
iv.	Category/Sub-Category of the Company	Public Company, Limited by shares, NBFC.
V.	Address of the Registered office and contact details	B/306-309, Dynasty Business Park,
		Opp. Sangam Cinema, A. K. Road, Andheri (E),
		Mumbai - 400059, Maharashtra
		Tel No: 022-61115222 Fax No:022-28227865
		Email id: [email protected]
vi.	Whether listed Company	Yes (BSE & CSE)
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	M/s. Niche Technologies Pvt. Ltd.
		D-511, Bagree market, 71, B.R.B. Basu Road,
		Kolkata- 700 001. Tel: 033-2235-7271

Category of Shareholder	No. of Shares held at the beginning of the year (2017)				No. of Shares held at the end of the year (2018)				% Change during The year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during The year
B. Public Shareholding
1. Institutions
a) Mutual Funds	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
b) Banks /Fl	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
c) Central Govt	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
d) State Govt(s)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
e) Venture Capital Funds	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
f) Insurance Companies	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
g) Flls	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
h) Foreign Venture Capital Funds	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
i) Others (specify)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sub-total(B)(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
2. Non-Institutions
a) Bodies Corp.
(i) Indian	3469742	2000	3471742	37.24	3090584	2000	3092584	33.17	-4.07
(ii) Overseas
Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	97782	75190	172972	1.86	115187	75190	190377	2.04	0.18
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	166986	0	166986	1.79	154298	0	154298	1.66	-0.13
Clearing Member	5000	0	5000	0.05	5041	0	5041	0.05	Nil
Others(Specify)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Sub-total (B)(2)	3739510	77190	3816700	40.94	3365110	77190	3442300	36.92	-4.02
Total Public Shareholding (B)=(B)(1) (B)(2)	3739510	77190	3816700	40.94	3365110	77190	3442300	36.92	-4.02
Shares held by Custodian for GDRs & ADRs	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Grand Total (A B C)	9245360	77190	9322550	100	9245360	77190	9322550	100	Nil

During the last financial year, 4,15,000 equity shares were purchased by Marigold Investrade Pvt. Ltd.(Promoter) were showing under clearing member head (with DP Account) and effect given in the current financial year.

(ii) Shareholding of Promoters:

Sr.No.	Shareholder''s Name	Shareholding at the beginning of the year			Share holding at the end of the year			% change in share holding during the year
		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total share;	% change in share holding during the year
1	Marigold Investrade Pvt. Ltd.	5505850	59.06	Nil	5880250	63.08	Nil	4.02
	Total	5505850	59.06	Nil	5880250	63.08	Nil	4.02

(III) Change in Promoters'' Shareholding:

1. MARIGOLD INVESTRADE PVT. LTD.

Sr. No	Particulars	Shareholding at the beginning of the year					Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company	Date	Increase / Decrease in shareholding	Reason	No. of shares	% of total shares of the Company
1	Marigold Investrade Pvt. Ltd.	5505850*	59.06	07.07.2017	374400	Transfer	5880250	63.08

During the last financial year, 4,15,000 equity shares were purchased by Marigold Investrade Pvt. Ltd. (Promoter) were showing under clearing member head (with DP Account) and effect given in the current financial year.

(Iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.No.	Name of Shareholders	Shareholding at the beginning of the year		Date	Increasing / Decreasing In shareholding	Reason	Cumulative Shareholding during the year
		Shareholding at the beginning of the year					Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company				No. of shares	% of total shares of the Company
1	Fantastic Vyapaar Pvt. Ltd.	464000	4.98	-	-	-	464000	4.98
2	Gawarja Merchants Pvt. Ltd.	411000	4.41	-	-	-	411000	4.41
3	Seawoods Hospitality & Realty Pvt. Ltd.	410000	4.40	-	-	-	410000	4.40
4	Sukaniya Properties Pvt. Ltd.	363000	3.89	-	-	-	363000	3.89
5	Nouveau Cotspin Pvt. Ltd.	300000	3.22	-	-	-	300000	3.22
6	Kelvin Merchants Pvt. Ltd.	266750	2.86	-	-	-	266750	2.86
7	Intime Realty Pvt. Ltd.	250000	2.68	-	-	-	250000	2.68
8	Novelty Tie Up (P) Ltd.	197000	2.11	-	-	-	197000	2.11
9	Laxmi Management Pvt. Ltd.	149500	1.60	-	-	-	149500	1.60
10	Vinayak Vinimay(P)Ltd.	149000	1.60	-	-	-	149000	1.60

(v) Shareholding Pattern of Directors and Key Managerial Personnel

Sr.No.	For each of the Directors and KMP	Shareholding at the beginning of the year		Shareholding at the end of the year
	Name of the Director/KMP	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Mrs.Anjana Soni Thakur	_	_	_	_
2.	Mr. V.K.Sodani	-	-	-	-
3.	Mr. Mahesh.C.Lakhotiya	-	-	-	-
4.	Mr. Govinda Soni	-	-	-	-
5.	Ms.Antima Soni	-	-	-	-
6.	Mr. Ratan Lai Samriya	-	-	-	-
7.	Mr.Arjun Agal	-	-	-	-

(vi) INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in Lakhs)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	5000.00	5558.74	NIL	10558.74
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not	NIL	NIL	NIL	NIL
Total (i ii iii)	5000.00	5558.74	NIL	10558.74
Change in Indebtedness during the financial year
- Addition	Nil	16895.51	Nil	16895.51
- Reduction	(896.35)	(2170.09)	Nil	(3066.44)
Net Change	(896.35)	14725.42	Nil	13829.07
Indebtedness at the end of the financial year
i) Principal Amount	4103.65	20284.16	Nil	24387.81
ii)lnterest due but not paid
iii) Interest accrued but not due
Total (1 11 III)	4103.65	20284.16	NIL	24387.81

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: N. A.

B. Remuneration to other Directors: NIL

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Amt. in Lakhs)

Sr.No.	Particulars of Remuneration	Key Managerial Personnel
Sr.No.	Particulars of Remuneration	Company Secretary	CFO	Total
1	Name	Mr. Govinda Soni	Ms. Antima Soni
	Gross salary
	(a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act,1961	6.82	Nil	6.82
	(b) Value of per quisites/s 17(2)lncome-taxAct,1961	Nil	Nil	Nil
	(c) Profits in lieu of salary under section 17(3) Income-tax Act,1961	Nil	Nil	Nil
2.	Stock Option	Nil	Nil	Nil
3.	Sweat Equity	Nil	Nil	Nil
4.	Commission	Nil	Nil	Nil
	- as % of profit
	- others, specify...
5.	Others, please specify	Nil	Nil	Nil
	Total	6.82	Nil	6.82

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the companies Act	Brief description	Details of Penalty /Punishment/ Compounding fees imposed	Authority [RD/NCLT/Court]	Appeal made. If any (give details)
A. Company
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
B. Directors
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
C. Other Officers In Default
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

"Annexure - B"

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Suchitra Finance & Trading Co. Ltd. B/306-309, Dynasty Business Park, Opp: Sangam Cinema A. K. Road, Andheri (E), Mumbai -400069.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Suchitra Finance & Trading Co. Ltd. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my/our opinion, the company has, during the financial year ended 31st March, 2018 have complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Suchitra Finance & Trading Co. Ltd. for the financial year ended on 31st March, 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable during the audit period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not applicable during Audit period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable during Audit period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not applicable during Audit period and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable during Audit period

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and the same has been complied.

(ii) The Listing Agreements entered into by the Company with Calcutta Stock Exchange and BSE Limited.

I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

For Reena S Modi & Associates Practicing Company Secretary

Reena Modi

Place: Mumbai ACS NO-A25346

Date: 30th May, 2018 CP No-12621

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure A to the Secretarial Audit Report

To,

The Members,

Suchitra Finance & Trading Co. Ltd.

B/306-309, Dynasty Business Park, Opp: Sangam Cinema A. K. Road, Andheri (E), Mumbai - 400069.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, followed provide a reasonable basis for opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on the random test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. The report has been issued based on facts and documents presented before me during Audit

For Reena S Modi & Associates Practicing Company Secretary

Reena Modi

Place: Mumbai ACS NO-A25346

Date: 30th May, 2018 CP No-12621

Annexure ''C1

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr. No.	Particulars	Status
1	Ratio of the remuneration to each executive Director to the median remuneration of the employees of the Company for F.Y. 2017-18	NA
2	% increase in remuneration Executive Directors, CFO and CS during the F.Y. 2017-18	15 to 20
3	% increase in median remuneration of the employees for the F.Y. 2017-18	10 to 15
4	Total employees on role of Company as on 31st March, 2018	3
5	Relationship between average increase in remuneration and Company''s performance	NA
6	Comparison of the remuneration of the KMPs against the performance of the Company	NA
7	Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer	NA
8	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	10 to 15 (No exceptional increment)
9	Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company	As per market trend
10	The key parameters for any variable component of remuneration	NA
11	The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	NA
12	Affirmation that the remuneration is as per the remuneration policy of the Company	Yes

"Annexure-D"

Corporate Social Responsibility:

We submit that Section 135(1) of the Companies Act, 2013 provides that every company having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year shall constitute a Corporate Social Responsibility ("CSR") Committee.

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has already formed Corporate Social Responsibility Committee, which comprises Mrs. Anjana Soni Thakur, Mr. Ratan Lai Samriya and Mr. Arjun Agal, Directors of the Company. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy).

The Company has made the relevant provisions for CSR activities as per Section 135 of the Companies Act in pursuance of CSR Policy formulated by its CSR Committee in accordance with the Companies (Corporate Social Responsibility) Rules 2014.

The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during the three immediately preceding financial years was Rs. 236.69 lakhs. It was hence required to spend Rs. 4.73 lakhs on CSR activities during the Financial Year2018-19 being 2% of the average net profits of the three immediately preceding financial years.

CSR- Disclosure required pursuant clause (0) of sub-section (3) of Section 134 of the Companies Act 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014

Sr. No.	Particulars	Remarks
1	A Brief outline of the Company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and project or programs.	The Company evaluated various options and projects like rural development foundation, improving the quality of life in rural area like backward people & adiwasi people, promoting of education and other areas of activities mentioned in the CSR Policy of the Company.
2	The Composition of the CSR Committee.	CSR Committee comprises Mrs. Anjana Soni Thakur, Mr. Ratan Lai Samriya and Mr. Arjun Agal.
3	Average net profit of the Company for last three financial years.	Rs. 236.69 lakhs
4	Prescribed CSR Expenditure (two per cent, of the amount as in item 3 above).	Rs. 4.73 lakhs
5	Details of CSR spent during the financial year:
	a) Total amount to be spent for the financial year	Rs. 4.73 lakhs
	b) Amount unspent, if any;	Rs. 4.73 lakhs
6	Reasons for not spending the amount in its Board report	CSR amount was unspent during FY 2017-18 due to the time taken to identify the CSR projects and identifying implementing agencies with better skills and experience to partner for CSR activities. However, the Company is in process to finalize same and planning to spend CSR fund in the financial year 2018-19.
7	Responsibility statement of the CSR Committee	We hereby declare that implementation and monitoring of CSR Policy are in Compliance with CSR Objectives and Policy of the Company

Mar 31, 2015

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015.

Financial Highlights:

The summarized financial results for the year ended 31st March, 2015 are as follows:-

Particulars For the year ended For the year ended 31.03.2015 31.03.2014. Amount (in Lakhs) Amount (in Lakhs)

Sales/Revenue from operations 34.19 8.65

Other Income 0.03 -

Total Revenue 34.22 8.65

Less: Total Expenses 20.62 4.55

Profit before Depreciation, Finance Cost 13.60 4.10

& Tax

Less: Depreciation 0.15 0.10 Finance Cost 9.17 -

Profit/Loss before Tax 4.28 4.00

Less: Tax 1.91 0.84 Profit/(Loss) after Tax 2.37 3.16

Earnings Per share 0.03 0.03

Review of Operations:

During the year under review, the Company has registered revenue of Rs. 34.19 Lakhs (Previous year Rs.8.65 Lakhs) and Net Profit after tax of Rs. 2.37 Lakhs (Previous year Rs. 3.16 Lakhs). The Company continued to operate in the same business and there was no change in business activity. No material changes of the Company occurred between end of the financial year and the date of this report.

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Directors:

In accordance with the Articles of Association of the Company and in view of the provisions of Section 152 of the Companies Act, 2013, Mr. V. K. Sodani (DIN: 00403740), directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independent Director prescribed both under section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement enter into with the Stock Exchanges.

Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries & associate companies:

The Company does not have any subsidiary or associate companies.

Segment Reporting:

The Company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank of India Guidelines for NBFCs:

(Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Extract of Annual Return:

An extract of Annual Return in MGT 9 is appended to this Report as Annexure 'A'.

Listing of Shares on BSE Limited:

The Equity Shares of the Company are listed on BSE Limited and admitted for trading w.e.f. 17th October, 2014.

Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

Director's responsibility statement:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(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.

Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. No. Name of the person Designation

1. Mrs. Anjana Soni Whole Time Director

2. Ms. Deepal Shah Company Secretary

3. Ms. Antima Soni ChiefFinancial Officer

Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on 22nd September, 2014. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board of Directors:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Corporate Governance Report.

Audit Committee:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are explained in the Corporate Governance Report.

Remuneration & 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. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.sftc.co.in)

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval. The Company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the Company.

The details of related party transactions are disclosed in Note No. 20 attached to and forming part of the accounts.

Depository Services:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE475D01010.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.sftc.co.in.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

Statutory Auditor:

M/s. K. K. Khadaria & Co., Chartered Accountants, (Firm Registration No.105013W) were appointed as the Statutory Auditors of the Company at the AGM held on 29th September, 2014 to hold office until the conclusion of the 36th consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. K. K. Khadaria & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made there under, the Company has appointed M/s. Reena S. Modi & Associates (Membership No. 25346), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report.

Auditor's Report/ Secretarial Audit Report:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Corporate Governance and Management Discussion & Analysis Reports:

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as a separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, and Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the Company.

For, M/s Suchitra Finance & Trading Co. Ltd.

Sd/-

Mr. Vinod Sodani

Chairman

DIN: 00403740

Date: 30th May, 2015

Place: Mumbai

Mar 31, 2014

The Members,

The Directors have immense pleasure in presenting the Thirty First Annua] Report together with the Audited Accounts of the Company for the financial year ended 31sl March'' 2014.

Financial Results:

(Amt.in Lakhs) Particulars For the year For the year ended 31.03.014 ended31.03.2013

Sales/Revenue from operations 8.65 8.75

Less: Total Expenses 4.55 7.13

Profit before Depreciation and Tax 4.09 1.62

Less: Depreciation 0.09 0.03

Profit/Loss before Tax 4.00 1.58

Less: Tax 0,84 0.55

Profit/(Loss) after Tax 3.16 1.03

Amount transferred to Special Reserve 0.25 1.54 u/s 45-IC of RBI Act, 1934

Earning per share 0.03 0.01

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Public Deposits:

Your company has not accepted any deposits''from the public and as such no amount of principal and interest was outstanding as on the date of Balance Sheet for the year ended 3 la March, 2014.

Directors:

In accordance with the Articles of Association of the company and in view of the provisions of Section 152 of the Companies Act, 2013, Mrs. Anjana Soni Thakur & Mr, Mahesh C. Lakhotia , directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

During the year under review, Mr. B.L.Maheshwari, Independent Director resigned from the directorship & Mr. Pankaj Dhoothas been appointed as Independent Director with effect from 16,h April, 2013.

Further more, in accordance with the provisions of Section 203 of the Companies Act, 2013 read with applicable rules there under, Ms. Antima Soni was appointed as the Chief Financial officer of the company with effect from 13th August, 2014.

Segment Reporting

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank Of India Guidelines For NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Particulars of Personnel Under Section 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2013-2014.

Directors'' Responsibility Statement

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

(i) in the preparation of the Annual Accounts, the applicable accounting, standards have been followed along with proper explanation relating to material departures;

(ii) 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 ending 3151 March, 2014 and of the profit/losses of the company for that period;

(iii) 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

Disclosure under section 217(l)

(b) of the Companies Act, 1956.

In accordance with the Notification No. DNBS.222/CGM(US)-2011 dated 17.01.2011 issued by the Reserve Bank of India (RBI) vide its directions to all NBFCs to make a general provision of 0.25% on the standard assets, the company has recognized Contingent Provisions against Standard Assets as at the year end aggregating to Rs. 25,284/- as compared to that of preceding year of Rs. 1,54,001/-.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock exchanges, a separate section titled "Corporate Governance Report " has been included in this Annual Report, along with the reports on Management Discussion and Analysis Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2013-2014. A declaration to this effect is signed by the Chairman.

Dematerialization

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized form. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

Auditors

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. .

The company has received from them, a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and the rules made there under.

Auditors'' report:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company. .

For, M/s Suchitra Finance & Trading Co. Ltd. Sd/- sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director DfN No.00403740 DINNo.00401469.

Date: 13th August, 2014 Place; Mumbai.

Mar 31, 2013

The Members,

The Directors have immense pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2013.

Financial Results: (Rs. In Lakhs.)

Particulars For the year For the year ended 31.03.2013 ended 31.03.2012

Sales/Revenue from operations 8.75 30.18

Less: Total Expenses 7.13 30.63

Profit before Depreciation and Tax 1.62 (0.45)

Less: Depreciation 0.03 Â

Profit/ Loss before Tax 1.58 (0.45)

Less: Tax 0.55 0.65

Profit/(Loss) for the year 1.03 (1.10)

Paid up Share capital 932.25 932.25

Earning Per Equity share 0.01 (0.01)

Dividend:

Since the Company has inadequate profits, your Directors think it prudent to plough back the profits and therefore, do not recommend any dividend for the year under review.

Public Deposits:

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Directors:

During the year under review, there was no change in composition of the Board of Directors.

Furthermore, Mr. Vinod K. Sodani & Mr. Mahesh C. Lakhotiya , directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Segment Reporting

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

Reserve Bank Of India Guidelines For NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

Particulars of Personnel Under Section 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12.

Directors'' Responsibility Statement

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 ending 31st March, 2012 and of the profit/losses of the company for that period;

(iii) 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

Disclosure under section 217(1)(b) of the Companies Act, 1956.

In accordance with the Notification No. DNBS.222/CGM(US)-2011 dated 17.01.2011 issued by the Reserve Bank of India (RBI) vide its directions to all NBFCs to make a general provision of 0.25% on the standard assets, the company has recognized Contingent Provisions against Standard Assets as at the year end aggregating to Rs. 1,54,001/-.

Corporate Governance

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

Pursuant to Clause 49 of the Listing Agreement with Stock exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report, along with the reports on Management Discussion and Analysis Report.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for the year 2012-2013. A declaration to this effect signed by the Chairman.

Dematerialization

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized form. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

Auditors

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received from them, a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 225 of the Said Act.

Auditors'' report:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earning

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

Acknowledgment:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

For, M/s Suchitra Finance & Trading Co. Ltd.

Sd/- Sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director.

Date: 27th May, 2013. Place: Mumbai.

Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2012.

FINANCIAL RESULTS:

During the year under review the Company has suffered a loss of Rs 1.10 Lacs as compared to profit of Rs. 0.28 lacs earned in the previous year. Your directors are hopeful of achieving better results during the current year.

DIVIDEND:

Since the Company has incurred Losses, the Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

The company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS:

During the year under review, Mr. Kishan Choudhary, Director, resigned from the directorship of the company with effect from 30th September, 2011. The Board places on record its gratitude for the services rendered by him as director during his tenure as member of the Board.

Furthermore, Mr. B.L.Maheshwari & Mr.Raj.K.Jagetia, directors of the company retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

SHIFTING OF REGISTERED OFFICE:

The Registered office of the Company has been shifted from the state of West Bengal to the state of Maharashtra w.e.f 31st July, 2012.

SEGMENT REPORTING

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

PERSONNEL UNDER SECTION 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2011-12.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 ending 31st March, 2012 and of the profit/losses of the company for that period;

(iii) 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(b) OF THE COMPANIES ACT, 1956.

For the Financial year ended 31st March, 2012, the company has not transferred any amount to Reserves.

CORPORATE GOVERNANCE

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

DEMATERIALISATION

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized. The Company in this regard has already complied with the necessary formalities. The members can now opt for the benefit of the same.

AUDITORS

M/s. K K Khadaria & Co, Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received from them a confirmation letter to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 225 of the Said Act.

AUDITORS'' REPORT:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEGMENT:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

For, M/s Suchitra Finance & Trading Co. Ltd. Sd/- Sd/- Mr. Vinod Sodani Mrs. Anjana Soni Director Director.

Date: 03rd September, 2012. Place: Mumbai.

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Eightieth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March'' 2011.

FINANCIAL RESULTS:

The Company has made a Profit of Rs 28,011 after providing for taxation purposes, which when added with the previous year''s profit of Rs. 4,62,244, makes a total credit balance of Rs.4,90,256, which your directors decided to carry forward.

PERFORMANCE:

During the year under review, the company has earned a profit of Rs. 28,011 in comparison to previous financial year''s loss of Rs. 1,78, 202. Your Directors are continuously making efforts to generate new avenues for future growth of the company in finance sector.

DIVIDEND:

Your directors feel prudent to plough back the profits for future expansion plans and do not recommend any dividend for the year ended 31st March, 2011.

PUBLIC DEPOSITS:

The company has not accepted any deposits from the general public within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS:

During the year under review, Mr. V. K.Sodani, Mr. Mahesh K. Lakhotia and Ms. Anjana Soni were inducted as the Additional Directors of the company with effect from 08th November, 2010 in accordance with the provisions of Section 260 of the Companies Act, 1956 and subject to the Articles of Association of the company, to hold office until the ensuing Annual General Meeting of the company.

The company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature for the office of the directors of the company. The Board therefore, recommends the appointment of Mr. V. K. Sodani, Mr. Mahesh C. Lakhotia and Ms. Anjana Soni as directors of the company in the ensuing Annual General Meeting liable to retire by rotation.

Mr. B.L.Maheshwari and Mr. Rajkumar Jagetia were appointed as the Independent Directors.

Further, Mr. Manish Trivedi and Mr. Anand Trivedi resigned from their directorships of the company with effect from 20th January, 2011. The Board places on record its gratitude for the services rendered by these directors during their tenure as members of the Board.

Further more, Mr. Kishan Choudhary, director of the company retires at the ensuing Annual General Meeting and being eligible offers himself fore re-appointment.

CHANGE IN MANAGEMENT:

Your company has been acquired by M/s Marigold Investrade Pvt. Ltd (new promoter) on 31st March, 2011 which acquired 49.419% of the total paid up capital of the company by exercising an open offer under Regulation 10 & 12 of SEBI (SAST) Regulation 1997.

DELISTING OF SHARES:

At present the equity shares of the company are listed at Calcutta Stock Exchange and Guwahati Stock Exchange. In the light of negligible trading volume and no shareholder base, the Board of Directors has recommended getting its securities delisted from the Guwahati Stock Exchange.

SUBSIDIARY COMPANY:

The company has no subsidiary.

SEGMENT REPORTING

The company has single segment, hence Accounting Standard on Segment Reporting (AS-17) need not be given.

RESERVE BANK OF INDIA GUIDELINES FOR NBFCs (Non Banking Financial Companies)

The Guidelines of Reserve Bank of India are being revised time and again during the year under review. The Company has observed all the prudential norms prescribed by Reserve Bank of India.

PERSONNEL UNDER SECTION 217(2A)

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the financial year 2010-11.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 ending 31st March, 2011 and of the profit of the company for that period;

(iii) 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 to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(d) OF THE COMPANIES ACT, 1956.

For the Financial year ended 31st March, 2011, the company has not transferred any amount to Reserves. Therefore, your company proposes to transfer the entire amount of profit to Profit and Loss Account of the company.

CORPORATE GOVERNANCE

Your company is committed to maintain high standards of Corporate Governance and adheres to the stipulations as set out in the Listing Agreements with the Stock Exchanges and has implemented all the prescribed requirements.

DEMATERIALISATION

The Settlement of trades by all investors in equity shares of the Company can be made in dematerialized. The Company in this regard has already complied with the necessary formalities. The member can now opt for the benefit of the same.

AUDITORS

M/s P. D. Randar & Co., Chartered Accountants, Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and intimated their un-willingness to be re- appointed due to their other preoccupation. As such, it is proposed to appoint M/s. K K Khadaria & Co, Chartered Accountants, as the Statutory Auditors of the Company to hold office until the conclusion of the next Annual General Meeting, for which, the Company has received the statutory confirmation that the proposed appointment, if made, will be in accordance with the limit prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT:

As regards Auditors observation, the relevant notes on account are self explanatory and does not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEGMENT:

The Board of Directors wish to place on record their appreciation for the assistance and co- operation received from the Financial Institutions, Banks, Government, Local Authorities for their strong support and valuable guidance. The Directors are thankful to the shareholders for their continued support to the company.

By order of the Board of Directors For M/s Suchitra Finance & Trading Co. Ltd.

Sd/-

Mr. Kishan Choudhary Director.

Date: 25.05.2011. Place: Kolkata.

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