Ken Financial Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2025.

1. Financial Results:

The financial results are summarized below:

			(Amount in Hundreds)
	Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
A	Total Income	59,888	58,007
B	Total Expenses	48,524	46,544
C	Profit/(Loss) Before Tax	11,364	11,463
D	Tax expense: - Current Tax - Deferred Tax	2,980 12	3,840 (59)
E	Profit/(Loss) after Tax	8,372	7,682

2. Financial Performance:

During the year, the Company has earned Total Income of Rs.59,888/- hundreds in comparison to Rs.58,007/- hundreds during the previous year. The Net Profit after tax is Rs.8,372/- hundreds in comparison with Rs.7,682/- hundreds during the previous year. Your directors are of the opinion of performing better in forthcoming year.

There is no change in the nature of business carried on by the Company during the financial year ended March 31, 2025.

3. Dividend & Reserves:

For the expansion of business and for general corporate requirements, the Board of Directors of your Company has decided that it would be prudent, not to recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2025 and no amount of profit earned during the year was transferred to General Reserve.

4. Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited (“BSE”).

5. Management Discussion & Analysis:

The Company is a non-systemically important non-deposit taking non-banking financial company (NBFC) registered with the Reserve Bank of India (RBI) since March 24, 1998, with registration number 13.00423 and classified as NBFC-Investment and Credit Company (NBFC-ICC) pursuant to circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22^nd February, 2019. The Company is mainly engaged in the business of financing and continues to comply with all the rules, regulations and the guidelines issued by RBI. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company. Management Discussion & Analysis report is being given under Corporate Governance Report.

6. Dematerialization of Shares:

99.40% of Company’s paid-up Equity Share Capital is in dematerialized form as on March 31, 2025 and the balance 0.60% is in physical form. The Company’s Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr. Floor, J R Boricha Marg, Lower Parel, Mumbai -400 011.

7. Internal Financial Controls:

Internal Financial Controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of Internal Financial Controls is obtained through 3 Lines of defense which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company’s Internal Financial Controls are adequate and are operating effectively as intended.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Company has adequate financial resources at its disposal for carrying on its business. Our company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs for the F.Y. 2024-25.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies.

Hence the statement containing salient features of the financial statement of Subsidiaries/

Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of

Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1,

is not applicable to the Company.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the

Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai, hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

The Board recommends the reappointment of M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2030 for the approval of the members of the Company.

(b) The Auditors’ Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary, Mumbai, as the Secretarial Auditor of the Company for the F.Y. 2024-25.

(b) The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure A. The Secretarial Audit Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

(c) As per Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends the appointment of M/s. N. Bagaria & Associates (having Firm Unique Identification No. P2007MH008300 and Peer Review Certificate No. 1020/2020), Practicing Company Secretaries, Mumbai as the Secretarial Auditors of the Company to conduct secretarial audit for a first term of 5 (five) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30 for the approval of the members of the Company.

13. Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality .and efficacy of the internal controls, governance systems and processes. The Internal Auditor monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective.

In terms of Section 138 of Companies Act, 2013 and Rules made thereunder, M/s. P N S V & Co., Chartered Accountants are the Internal Auditors of the Company.

14. Cost Auditors:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

15. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

16. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website at www.ken-fin.com.

17. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

18. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy and Technology absorption.

The Company is not having manufacturing facilities of its own; therefore, the information as required under this clause is not applicable to the Company.

19. Unsecured Loans from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the Company during the year under review.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies’ u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

The Company has highly committed, loyal and dedicated team. The Company promotes an atmosphere which encourages learning and informal communication within the organization.

The Company is having Performance Management System to objectively measure the performance of the individual and the organization. The overall remuneration structure is linked with such system. The other required safety norms were followed throughout the company.

22. Meetings of the Board:

The Board of Directors of the Company duly met 6 (six) times during the F.Y. 2024-25 on 30-05-2024, 25-07-2024, 13-08-2024, 14-11-2024, 21-11-2024 and 21-01-2025. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

24. Board of Directors and Key Managerial Personnel:(i) Cessation of Independent Director:

Mr. Manoj Kumar More (holding DIN 00040190), Independent Director of the Company, completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. 30^th May, 2024.

(ii) Appointment of Additional Director - Independent Director:

The Board of Directors of the Company appointed Mr. Rajesh Babulal Sodani (holding DIN 05010096), as an Additional Director - Independent Director on the Board with effect from 30^th May, 2024.

Subsequently, the members of the Company, at their 30^th AGM held on Friday, 23^rd August, 2024, appointed Mr. Rajesh Babulal Sodani as an Independent NonExecutive Director of the Company to hold office for a term of five consecutive years i.e. from August 23, 2024 to August 22, 2029.

(iii) Resignation of Independent Director:

Mr. Rajesh Babulal Sodani (holding DIN 05010096), Independent Director of the Company, resigned as an Independent Director of the Company with effect from the close of business hours of 21^st November, 2024.

(iv) Appointment of Additional Director - Independent Director:

The Board of Directors of the Company appointed Mr. Harish Sitaram Sharma (holding DIN 07332874), as an Additional Director - Independent Director on the Board with effect from 21^st November, 2024.

Subsequently, the members of the Company, at their 01/20245-25 Extra Ordinary General Meeting held on Monday, 17^th February, 2025, appointed Mr. harish Sitaram Sharma as an Independent Non- Executive Director of the Company with effect from 17^th February, 2025 to hold office for a term of five consecutive years i.e. up to 16^th February, 2030.

(v) Appointment of Director retiring by rotation:

Mr. Praveen Kumar Modi (holding DIN 08428737) Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(vi) Declaration of Independence by Independent Directors & adherence to the Company’s Code of Conduct for Independence Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they qualify to be Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

25. Vigil Mechanism / Whistle Blower Policy:

A vigil mechanism provides a channel to employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has adopted a vigil mechanism policy pursuant to the requirements of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and the same can be accessed on Company’s website www.ken-fin.com.

26. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance and the same can be accessed on Company’s website www.ken-fin.com.

27. Directors Responsibility Statement:

According to the provisions of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. Compliance with the Provisions of Secretarial Standards of ICSI:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by your Company.

29. Particulars of Loans, Guarantees or Investments:

The Company being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

30. Related Party Transactions:

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act. The same is displayed on the website of the Company.

Contracts/arrangement/transactions entered by the Company during Financial Year 202425 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

All related party transactions entered during Financial Year 2024-25 were on arm’s length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members’ prior approval under the Act or SEBI Listing Regulations. Details of transactions with related parties during Financial Year 2024-25 are provided in the notes to the financial statements.

There were no transaction requiring disclosure under Section 134(3)(h) of the Companies Act, 2013. Hence, Form AOC-2 does not form a part of this report.

31. Risk Management:

Risks are events situation or circumstances, which may lead to negative consequences on the Company’s business. Risk Management is a structured approach to manage uncertainty. A formal approach to risk management is being adopted by the company and key risks will now be managed within a unitary framework. Periodic assessment to indemnify the risks areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

The Company has formulated a policy for Risk Management with the following objects.

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organisational structure for effective risk management.

• Develop a risk culture that encourages all employees to identity risks and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

32. Prevention of Sexual Harassment at Workplace:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31^st March 2025. The Company is committed to providing a safe and conducive work environment.

33. Maternity Benefit provided by the Company under Maternity Benefit Act, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. Significant and Material Orders Passed by the Regulators or Courts or Tribunal:

During the year, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

35. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

36. Board Evaluation:

The performance of the Board, individual directors and managing director was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the responses received and forwarded its recommendations to the Board. This was followed by a Board Meeting that discussed the performance of the Board, its committees, individual directors and managing director.

A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Managing Director of the Company.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of committees, effectiveness of Committee Meetings etc. The criteria for performance evaluation of the individual directors included aspects on contribution to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The criteria for performance evaluation of Managing Director included aspects on fulfillment of his duties, skills and knowledge updation and his participation during board deliberations on strategy, performance, risk management etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance evaluation of Independent Directors was based on the criteria viz. attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends etc.

37. Audit Committee:

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee is comprised of three Independent Directors.

The composition of the Audit Committee is as under:

Name	Designation	Category
Mr. Manoj Kumar More 1	Chairman 1	Non-Executive Independent Director
Mr. Rajesh Babulal Sodani 2&3	Chairman 2&3	Non-Executive Independent Director
Mr. Harish Sitaram Sharma 4	Chairman 4	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Member	Non-Executive Independent Director
Mr. Ritesh Kumar Pathak	Member	Non-Executive Independent Director

^JUpto 3 0^th May, 2024 ²From 3 0^th May, 2024

³Upto 21^st November, 2024 ⁴From 21^st November, 2024

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

38. Nomination & Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Nomination and Remuneration Committee is comprised of three Independent Directors.

The composition of the Committee is as under:

Name	Designation	Category
Mr. Ritesh Kumar Pathak	Chairman	Non-Executive Independent Director
Mr. Manoj Kumar More 1	Member 1	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Member	Non-Executive Independent Director
Mr. Rajesh Babulal Sodani 2&3	Member 2&3	Non-Executive Independent Director
Mr. Harish Sitaram Sharma 4	Member	Non-Executive Independent Director
1Upto 30th May, 2024 3Upto 21st November, 2024	2From 30th May, 2024 4From 21st November, 2024

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

39. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Hundreds)
Sr. No.	Name	Designation	Remuneration for the F.Y. 2024-25	% increase (decrease) from previous year	Ratio / Times per median of employee remuneration
1.	Mr. Shakti Singh Rathore	Managing Director	8,255	2.46%	2.75 times
2.	Mr. Praveen Kumar Modi	Chief Financial Officer	3,600	Nil	1.20 times
3.	Mrs. Sarika Agarwal	Company Secretary	3,000	25.00%	1.00 time

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

40. Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. All Board members and senior management personnel have affirmed compliance with the Company’s code of conduct for Financial Year 2024-25. We hereby confirm that the Company has complied with corporate governance requirements specified in Regulation 17 to 27 and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. Share Capital:A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

42. RBI Guidelines:

Reserve Bank Governor Shri Sanjay Malhotra announced that the repo rate will remain unchanged at 5.5% on Wednesday (August 6, 2025). He also projected the GDP growth projection for Financial Year 2026 retained at 6.5%. The CPI inflation for Financial Year 2026 projected down at 3.1% as compared with 3.7% projected in June.

Consequently, the standing deposit facility (SDF) rate under the liquidity adjustment facility (LAF) remains unchanged at 5.25% and the marginal standing facility (MSF) rate and the Bank Rate at 5.75%. This decision is in consonance with the objective of achieving the medium-term target for consumer price index (CPI) inflation of 4% within a band of /- 2 per cent, while supporting growth.

In the June RBI policy, the central bank’s MPC surprised with a bumper 50 basis points (bps) cut in the repo rate to 5.50% from 6%. The MPC changed the policy stance to ‘Neutral’ from ‘Accommodative’, and also slashed the Cash Reserve Ratio (CRR) by 100 bps to 3% from 4% earlier.

43. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

44. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

45. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

46. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

47. Acknowledgment:

Your Directors place on record their gratitude for the support to all the Company’s employees for their enormous personal efforts as well as collective contribution to the Company’s performance. The Company acknowledges the role of all its key stakeholders- shareholders, investors / borrowers, Customers, Bankers, Government, Lead Managers and all the other business associates for the continuous support given by them to the Company and their confidence in its Management.

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Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Annual Report on the Business
and Operations of the Company together with the Audited Statement of Accounts of the
Company for the financial year ended on March 31, 2024.

1. Financial Results:

The financial results are summarized below:

(Amount in Hundreds)

	Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
A	Total Income	58,007	7,90,297
B	Total Expenses	46,544	6,91,331
C	Profit/(Loss) Before Tax	11,463	98,966
D	Tax expense: - Current Tax	3,840	33,090
	- Tax for earlier years	-	5,957
	- Deferred Tax	(59.20)	(1,839)
E	Profit/(Loss) after Tax	7,682	61,758

2. Financial Performance:

During the year, the Company has earned Total Income of Rs.58,007 hundreds in
comparison to Rs. 7,90,297 hundreds during the previous year. The Net Profit after tax is
Rs. 7,682 hundreds in comparison with Rs.61,758 hundreds during the previous year.
Your directors are of the opinion of performing better in forthcoming year. There is no
change in the nature of business carried on by the Company during the financial year ended
March 31, 2024.

3. Dividend & Reserves:

The Board of Directors of your Company has decided not to recommend any dividend on
the Equity Shares of the Company for the financial year ended March 31, 2024 and no
amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

The Company is a non-systemically important non-deposit taking non-banking financial
company (NBFC) registered with the Reserve Bank of India (RBI) since March 24, 1998,
with registration number 13.00423 and classified as NBFC-Investment and Credit Company
(NBFC-ICC) pursuant to circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22^nd
February, 2019. The Company is mainly engaged in the business of financing and continues
to comply with all the rules, regulations and the guidelines issued by RBI. There are no
material changes between the end of the financial year and the date of the report which may
affect the financial position of the Company. Management Discussion & Analysis report is
being given under Corporate Governance Report.

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Mar 31, 2015

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2015.

1. Financial Results

The financial results are summarized below: (Amount in Rs,)

Year ended Year ended Particulars 31st March 2015 31st March 2014

A Total Income / (Loss) From Operation 6,74,795 (4,33,989)

B Less: Expenses 9,16,789 7,42,408

C Profit/(Loss) Before Tax (2,41,993) (11,76,398) Less: Provision for Taxation NIL NIL

Provision for Deferred Tax NIL NIL

E Profit/(Loss) after Tax (2,41,993) (11,76,398)

2. Financial Performance

During the year under review, the Company has suffered loss from operation of Rs, 6.75 Lacs in comparison with Rs, 4.34 Lacs during the previous year. The Net Loss after tax was Rs, 2.42 Lacs in comparison with Rs, 11.76 Lacs during the previous year. Your Directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis

Management Discussion & Analysis report is being given under Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges

At Present, the Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE).

6. Dematerialization of Shares

99.39% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balances 0.61% is in physical form. The Company's Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited. having their registered office at No.9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai – 400 011.

7. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts

The Company has not raised any finance by issue of any securities during the year. The Company has adequate financial resources at its disposal for carrying on its business. Details of transactions are given in the Notes to the Financial Statements.

Your Company prepares its financial statements in compliance with the requirements of Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs and profit for the year ended 31st March, 2015.

9. Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

10. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Extract of The Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure A".

12. Statutory Auditors

(a) Comments and notes by auditors in the opinion of the management are self- explanatory and do not require any further comments.

(b) M/s. Motilal & Associates., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

13. Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as "Annexure B" to this report. The report is self-explanatory and do not call for any further comments.

14. Particulars Regarding Conservation Of Energy, Technology Absorption

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore information required under this clause is not applicable to the Company.

15. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

16. Corporate Social Responsibility (CSR)

The Company does not fall under the prescribed class of companies' u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

17. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

18. Directors and Key Managerial Personnel

(i) Changes in Directors and Key Managerial Personnel:

i. Appointment of Directors retiring by rotation:

Mr. Akash Sukhdev Swami (DIN 06938405), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(ii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

19. Meetings of the Board

The Board of Directors duly met 5 times during the financial year, the details of the same are being given in the Corporate Governance Report.

20. Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is posted on the website of Company.

21. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC 2 is not required. During the year, no material related party transactions were entered into with related parties by the Company. Details of transactions with related parties are given in the Notes to the Financial Statements.

23. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

24. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. Significant and Material Orders Passed by the Regulators or Courts:

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

26. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

27. Audit Committee:

The Audit Committee is comprised of one executive and two Independent Directors. The composition of the Audit Committee is as follows:-

Sr. No. Members

1 Mr. Manoj More

2 Mr. Sumit Gupta

3 Mr. Sunil Saini

All the recommendations made by the Audit Committee were accepted by the Board.

28. Board Evaluation:- The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

29. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the act such as Whistle Blower Policy and Code of Conduct and Ethics, have been incorporated into our policies. A report on a Corporate Governance is appended as annexure to this report.

30. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. Name Designation Remuneration No. FY 2014-15

Mr, Akash Whole Time 2,57,383 1. Swami Director

Mr. Sumit Whole Time 1,87,333 2. Gupta Director

Mr. Mukesh Whole Time 1,17,133 3. Saini Director

Name % increase Ratio/Times from per Median of previous Employee year Remuneration

Mr, Akash N. A. 17 Swami

Mr, Sumit Gupta N. A. 12

Mr, Mukesh N. A. 8 Saini

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

31. Share Capital

A) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year under review.

32. Directors Responsibility Statement:- According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments' and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date.

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) financial statements have been drawn up on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

33. Acknowledgment

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board

302, 3rd Floor,

Standard House,

83, M. K. Road,

Mumbai - 400 002. Sumit Gupta

Dated: 30th May 2015 DIN: 06938413

Director

---

Mar 31, 2014

The Directors have pleasure in presenting the 20th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particular Year ended 31st Year ended 31st March, 2014 March, 2013

Rupees Rupees

Total Income / (Loss) From Operation (4,33,989) (90,86,222)

Less: Expenses 7,42,408 8,03,303

Profit / (Loss) before Tax (11,76,398) (98,89,525)

Less: Provision for Taxation NIL NIL

Provision for Deferred Tax NIL NIL

Profit / (Loss) after Tax (11,76,398) (98,89,525)

REVIEW OF OPERATIONS

During the year under review your Company has suffered loss from operation of Rs. 4.34/- lakh as compared to Rs. 90.86/- lakh during the previous year. The Net Loss after tax was at Rs. 11.76/- lakh as compared to Rs. 98.90/- lakh during the previous year. Your Directors are hopeful of better performance during the current year.

DIVIDEND

In absence of profits, your directors abstain from declaring any dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

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 state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

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; and

iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

The global economic conditions remained subdued during the previous year. Even in India there were high inflation, higher interest rate and uncertain market. There was volatile movement of prices in the market. However as the election results have been declared and there is a change in the Government at the Centre. The expectations from the NDA Government are very high and there are very positive signals from all directions that the economic conditions will improve to a great extent and at a faster rate under the regime of new Government. The situation is already showing signs of improvement and we are hoping for good investment environment in the country. The company is trying to keep up with the pace of growth of the Indian market.

DEPOSITS

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

DIRECTORS

Mr. Pramod Kumar Sharma (DIN 01735201), Director of the Company, retires by rotation, being eligible, offers himself for reappointment.

Mr. Manoj Kumar More (DIN 00040190), Mr. Sunil Saini (DIN 00673578), Mr. Dinesh Dhokar (DIN 03476436) and Mr. Ronak Salecha (DIN 03625993), Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchange are proposed to be appointed as Independent Directors for five consecutive years for a term from April 01, 2014 up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, the directors fulfills the conditions specified in the Companies Act, 2013 and rules made there under for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends their appointment as Independent Directors, for the approval by the shareholders of the Company.

CORPORATE GOVERNANCE

Your Company is committed to global best practices. A report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form a part of the Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the statutory auditor of the company, regarding compliances with Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.. The Company at present not carrying out any manufacturing activities hence disclosures regarding energy conservation etc. are not applicable.

EARNING AND OUTGO IN FOREIGN EXCHANGE

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary Company within the meaning of section 4 of the Act. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS

M/s Motilal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co- operation and assistance by the Company's Bankers, Associates, Investors and Employees.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE:

PLOT NO.97, GR. FLOOR,

SAI DARSHAN, ROAD NO.8,

DAULAT NAGAR, BORIVALI (EAST)

MUMBAI,MAHARASHTRA-400066 Sd/-

Date : 30/05/2014 PRAMOD SHARMA

(DIN 01735201)

DIRECTOR

---

Mar 31, 2012

To, The Members,

The Directors have pleasure in presenting the 18th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Particular Year ended 31st Year ended 31st March, 2012 March, 2011 Rupees Rupees

Total Income / (Loss) From Operation (6,80,691) 99,08,569 Less: Expenses 3,33,509 87,71,303

Profit / (Loss) before Depreciation (10,14,200) 11,37,266

Less: Depreciation 3,25.849 2,74,309

Profit / (Loss) before Tax (13,40,049) 8,62,957

Less: Pro vision for Taxation NIL 3,71,100

Provision for Deferred Tax 59,613 56,478

Profit / (Loss) after Tax (13,99,662) 4,35,379

DIVIDEND:

To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the year.

DEPOSITS:

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

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Ronak Salecha and Mr. Dinesh Dhokar, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Manish Kumar Goyal and Mr. Shashikant Modi retired as a Director on July 16, 2011 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

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 state of affairs of the Company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

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; and

iv) the Directors have prepared the annual accounts of the Company on a ‘going concern'' basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 requires disclosures of particulars regarding conservation of energy in form A and Technology'' Absorption in form B. The Company has not carried out any manufacturing activity, therefore form A and B are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

As there were no employees drawing remuneration more than the limit prescribed under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

CORPORATE GOVERNANCE:

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

AUDITORS:

M/s Motilal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited). Under the Depository'' system, the International Securities Identification Number (ISIN) allotted to the company''s Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co- operation and assistance by the Company''s Bankers, Associates, Investors and Employees.

CAUTIONARY STATEMENT

The statements in this report including Management''s Discussion and Analysis report reflects Company''s projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date : 03-09-2012

Sd/-

DIRECTOR

---

Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS:

Particular Year ended Year ended 31st March, 2011 31st March, 2010 Rupees Rupees

Total Income From Operation 99,08,569 1,70,80,577

Less: Expenses 87,71,303 1,46,79,712

Profit / (Loss) before Depreciation 11,37,266 24,00,865

Less: Depreciation 2,74,309 2,81,790

Profit / (Loss) before Tax 8,62,957 21,19,075

Less: Provision for Taxation ' 3,71,100 3,25,000

Provision for Deferred Tax 56,478 4,656

Provision for Taxation (Earlier Year) 0 28483

Profit / (Loss) after Tax 4,35,379 17,60,936

DIVIDEND :

To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS: Company's Financial Review

During the year under review, the income from operation of the Company is Rs. 99.09 Lakh as compared to Rs. 170.81 Lakh earned during the previous year and has earned profit after tax of Rs. 4.35 Lakh as compared to 17.61 Lakh earned during the previous year. Due to fluctuating market condition the Company's profit earning declined in comparison to previous year.

Industry Structure and Development

The global economic conditions remained subdued during the previous year. There was volatile movement of prices in the commodity market. However, increased liquidity in the developed economies is impacting sentiments and boosting consumption as well as investment. The situation is improving and we are hoping for good investment environment in the country. The company is trying to keep up with the pace of growth of the Indian market. The company is building various earning platform for the forthcoming year to come out with flying colour.

Resources & Liquidity

Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

Risk, Internal Control System and Adequacy

The company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well documented policies and guidelines to ensure the reliability of financial and all other records to prepare financial statements. The company continuously upgrades these systems in line with best accounting practices. The company is benefited from having a team of professionals as promoter and independent directors, who are capable of exercising various checks and control effectively.

Environment, Health and Safety

Environment, Health and Safety (EHS) is one of the primary values of your company. Your company's EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate. Your company also gives priority and attention to the health and safety of its employees and trains all the employees to work as per prescribed procedures designated to meet all EHS requirements.

Human Resource Development

Human Resource is one of the key assets that has been nurtured and encouraged for active participation in company's growth. The company has well defined appraisal system in pace for recognition of talented and deserving employees, whose includes line and staff function personal. The industrial relations remained cordial during the year. The company has never faced any staff unrest or any discomfort in relations with its staff due to the professional approach of the management towards this factor.

DEPOSITS:

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

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Manoj More and Mr. Sunil Shivkumar Saini, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Sharad Gupta retired as a Director on July 26, 2010 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures from the same;

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 state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adeauate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 217(1 )(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

CORPORATE GOVERNANCE:

in terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

AUDITORS:

M/s Motilal 8c Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited). Under the Depository system, the International Securities Identification Number (ISIN) allotted to the company's Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Company's Bankers, Associates, Investors and Employees.

CAUTIONARY STATEMENT

The statements in this report including Management's Discussion and Analysis report reflects Company's projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

FOR AND ON BEHALF OF THE BOARD

Sd/-

DIRECTOR

Place: Mumbai

Date : 31-05-2011

---

Mar 31, 2010

The Directors have pleasure in presenting the SIXTEENTH ANNUAL REPORT and the Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Year ended 31st Year ended 31st Particulars March, 2010 March, 2008 Rupees Rupees

Total Income From Operation 1,70,80,577 1,98,18,329

Less: Expenses 1,46,79,712 1,61,27,530

Profit / (Loss) before Depreciation 24,00,865 36,90,800

Less: Depreciation 2,81,790 2,44,557

Profit / (Loss) before Tax 21,19,075 34,46,243

Less: Provision for Taxation 3,25,000 3,60,000

Provision for Deferred Tax 4,656 14,801

Provision for Fringe Benefit Tax 0 26,000

Provision for Taxation (Earlier Year) 28,483 0

Profit / (Loss) after Tax 17,60,936 30,45,442



REVIEW OF OPERATIONS :

During the year under review, the income from operation of the Company is Rs. 170.80 Lakh as compared to Rs. 198.18 Lakh earned during the previous year and has earned profit after tax of Rs. 17.60 Lakh as compared to 30.45 Lakh earned during the previous year. However the Directors are hopeful of even better performance in the future.

DIVIDEND:

The Board of Directors has recommend dividend Rs. 0.50 per equity share. The dividend will be declared in the ensuing Annual General Meeting based on approval by the shareholders. The total payment on account of dividend (including dividend distribution tax) shall be 17.49 Lakh.

FIXED DEPOSITS:

The Company has so far not invited any deposits from the public.

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Manish Goyal and Mr. Shashikant Modi, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Kamal Kumar Chaudhary retired as a Director on June 30, 2009 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Directors hereby state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to the material departures.

(ii) The Directors had select such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company for that year.

(iii) The Directors had 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.

(iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

Your Company continues to receive good support from its employees at all levels and the relations between the Company and the employees continue to be cordial. There being no employees, who were in receipt of remuneration of Rs. One Lakh per month (if employed for the part of the year) or Rs. 12 Lakh per annum (if employed for whole of the year) information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 and forming the part of the Directors report for the period ended 31st March 2010, had not been given.

CORPORATE GOVERNANCE:

The Corporate Governance Report and Certificate from Auditor is given in Annexure-1 and forms part of this report.

AUDITORS:

M/s Motilal & Associate, Chartered Accountants, Mumbai be are hereby appointed as statutory auditors of the company to hold office from the conclusion of this Annual General Meeting up-to the conclusion of next Annual General Meeting of the company in the place of M/s V. P. Agrawal & Company, Chartered Accountants, Mumbai the retiring auditors of the company, who expressed their unwillingness to be reappointed as statutory auditors of the company on their retirement at this Annual General Meeting.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the companys Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Companys Bankers, Associates, Investors and Employees.



FOR AND ON BEHALF OF THE BOARD

Place : Mumbai

Date : 31-05-2010 Sd/-

DIRECTOR

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Mar 31, 2009

The Directors have pleasure in presenting the FIFTEENTH ANNUAL REPORT and the Audited Statements of Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

Particular Year ended 31st Year ended 31st March, 2009 Rupees March, 2008 Rupees

Total Income From Operation 1,98,18,329 5,09,07,009

Less: Expenses 1,63,72,086 4,75,76,934

Profit / (Loss) before Dep. 36,90,800 33,30,075

Less: Depreciation 2,44,557 2,29,130

Profit / (Loss) before Tax 34,46,243 31,00,945

Less: Provision for Taxation 3,60,000 3,55,000

Provision for Deferred Tax 14,801 27,283

Provision for Fringe Benefit Tax 26,000 16,500

Profit / (Loss) after Tax 30,45,442 27,02,162

REVIEW OF OPERATIONS :

During the year under review, the income from operation of the Company is Rs. 198.18 Lakh as compared to Rs. 509.07 Lakh earned during the previous year and has earned profit after tax of Rs.30.45 Lakh as compared to 27.02 Lakh earned during the previous year. However the Directors are hopeful of even better performance in the future.

DIVIDEND:

With a view to conserve the resources of the Company, the Directors abstain from declaring any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) : Companys Financial Review

The Company has earned net profit of Rs.30.45 Lacs for the year 2008-2009 as compared to a net profit of Rs. 27.02 lacs earned in the previous year 2007-08. The Companys income is mainly derived from the investments and activity from Commodity market, Finance Consultancy and Textiles Sector.

Resources & Liquidity

Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

DIRECTORS RESPONSIBILITY STATEMENT :

Directors hereby state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to the material departures.

(ii) The Directors had select such accounting policies and applied them consistently and rrfade judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company for that year.

(iii) The Directors had 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.

(iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

Your Company continues to receive good support from its employees at all levels and the relations between the Company and the employees continue to be cordial. There being no employees, who were in receipt of remuneration of Rs. One Lacs per month (if employed for the part of the year) or Rs. 12 Lacs per annum (if employed for whole of the year) information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 and forming the part of the Directors report for the period ended 31st March 2009, had not been given.

CORPORATE GOVERNANCE:

The Corporate Governance Report and Certificate from Auditor is given in Annexure-1 and forms part of this report.

AUDITORS:

M/s. V. P. Agrawal & Co., Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the companys Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Companys Bankers, Associates, Investors and Employees.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai Date : 30-06-2009

Sd/- DIRECTOR