Directors Report of Aagam Capital Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the 32''^Annual Report of the Company together withthe
Audited Financial Statements for the financial year ended 31^st MARCH, 2024.

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

Particulars	31-03-2024	31-03-2023
Total Income	3.83	4.59
Total Expenditure	14.51	18.28
Profit before exceptional and extra ordinary items and tax	(10.67)	(13.70)
Exceptional item	-	-
Profit before extraordinary items and tax	(10.67)	(13.70)
Tax Expenses	0.03	0.04
Net Profit/(Loss)AfterTax	(10.71)	(13.74)

2. OPERATIONS:

Company face loss of amount Rs.10.71 lakhs for the period ended 31st March, 2024 as
against loss of Rs. 13.74 lakhs during previous year. The total income of the company
decrease from Rs. 4.59 lakhs to Rs.3.83 lakhs. The EPS of the company for the year under
review is Rs. (0.21). Your directors expect and will make more efforts to improve the
performance of the company during the current year as compared to previous year.

3. DIVIDEND:

Due to inadequate profits your directors do not recommend any dividend during the year
under review.

4. AMOUNTTRANSFERRED TO RESERVE:

Due to loss in the current year the company has not transfer any sum to special reserve
accounts in compliance with the RBI Act, 1934.

5. DEPOSITS:

The company has not accepted any public deposits under the provisions of the Companies
Act, 2013 (‘Act’).

6. SHARE CAPITAL

As on 31 March 2024, paid-up share capital of the Company stood at Rs. 5.00 crore
consisting of 50,00,000 equity shares efface value of Rs.10 each fully paid-up.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Your company does not have any Subsidiary/ Joint Venture and Associate Companies.

8. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

9. STATE OF AFFAIRS OF THE COMPANY

Granting of loans and advances and making investments is the core area of operations of
the company. The Board of Directors of your company carries out these operations with
active care and all essentials precaution thereby enhancing stakeholder’s values.

10. COMPOUNDING OF OFFENCES

The violation mentioned in the show cause notices issued to the company pursuant to
inspection by the Regional Director under section 206(5)/207 are compoundable in nature
and hence the Board of Directors of the Company have filed compounding application
before concern authorities i.e. Regional Director/ National Company Law Tribunal and
awaiting for an order from the aforesaid authorities.

11. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the company during the year.

12. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company and the
date of this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments & Cessation of Directors

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

a. Shri Naresh Jain, Director (DIN: 00291963), Director of the Company, who was
retiring by rotation at the 29th Annual General Meeting, was re-appointed by the
Members at 31 st AGM.

b. Re-Appointment of Shri Rajendra Siddhoji Redekar (DIN: 02713973) as a Non¬
Executive, Independent Director of the Company from 11th August, 2023 upto 10th
August, 2028.

Key Managerial Personnel

As on March 31, 2024, the following were Key Managerial Personnel (“KMP") of the
Company as per Sections 2(51) and 203 of the Act:

i. Mr. Anil Kothari, Wholetime Director & CFO

ii. Ms. Kavita Jain, Company Secretary

15. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own, the Independent
Directors, Committee and other Individual Directors. The details of performance evaluation
have been made available on the Website of the Company i.e. www.aagamcapital.com.

16. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the board and separate its functions
of governance and management. The remuneration paid to directors if any is recommended
by the Nomination and Remuneration Committee and approved by Board of Directors and
Shareholders of the Company. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered, industry
standards as well as financial position of the Company. The policy of the company on
director’s appointment and remunerations available on the website of the company i.e
https://www.aagamcapital.com/policies.html.

17. COMMITTEES OFTHE BOARD

The company has thefollowing three committees of the board:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The composition of each of the above committees, their respective role and responsibility is
in conformity with the provisions of the Companies Act,2013 and SEBI (LODR) Regulations,
2015 and amendments made therein from time to time.

18. MEETING OF BOARD OF DIRECTORS

During the year under review, 5 (Five) Board Meetings were held on 29.05.2023,
11.08.2023, 09.11.2023, 02.02.2024 and 25.03.2024. The details of number of meeting
attended by each directors are as follows:

Date of Meeting	Mr. Anil Kothari	Mr. Naresh Jain	Mr.Suryakant Kadakane	Mr. Rajendra Redekar	Mrs. Preeti Doshi
Atl		tendance at the Board Meeting
29.05.2023	Yes	Yes	Yes	Yes	Yes
11.08.2023	Yes	Yes	Yes	Yes	Yes
09.11.2023	Yes	Yes	Yes	Yes	Yes
02.02.2024	Yes	Yes	Yes	Yes	Yes
25.03.2024	Yes	Yes	Yes	Yes	Yes

19. AUDIT COMMITTEE

The Composition of the Audit committee is in accordance with the requirements of section
177 of the Companies Act 2013 and comprises of Mr. Suryakant Kadakane as Chairman and
Mr Rajendra Redekar and Mr Anil Kothari as its members.

During the Financial Year 2023-24,4 (four) meetings of the Audit Committee of the Board of
Directors were held on 29.05.2023, 11.08.2023, 09.11.2023 and 02.02.2024. All the
recommendations made by the Audit Committee were accepted by the Board.

Name of Directors	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Suryakant Kadakane	Chairman	4	4
Mr. Rajendra Redekar	Member	4	4
Mr. Anil Kothari	Member	4	4

20. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee is in accordance with the
requirements of section 178 of the Companies Act 2013, and comprises of Mr. Suryakant
Kadakne as Chairman, Mr. Rajendra Redekarand Ms. Preeti Doshias its members.

During the Financial Year 2023-24, 2 (Two) meeting of the Nomination and Remuneration
Committee of the Board of Directors was held on 11.08.2023 and 25.03.2024.

Name of Directors	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Suryakant Kadakane	Chairman	2	2
Mr. Rajendra Redekar	Member	2	2
Mrs. Preeti Doshi	Member	2	2

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in accordance with the
requirements of section 178 of the Companies Act, 2013, and comprises of Mr. Naresh Jain
as Chairman, Mr. Suryakant Kadakne, Mr. Rajendra Redekaras its members.

During the Financial Year 2023-24, 5 (Five) Meetings were held on 29.05.2023,11.08.2023,
09.11.2023, 02.02.2024 and 25.03.2024.

Name of Directors	Designation	No. of Meetings Held	No. of Meetings Attended
Mr. Naresh Jain	Chairman	5	5
Mr. Suryakant Kadakane	Member	5	5
Mr. Rajendra Redekar	Member	5	5

23. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company at their meeting held on 02nd February, 2024
reviewed the performance of non- independent directors and the Board as a whole including
the Chairman of the Company by taking into consideration views expressed by the executive
directors and non-executive directors at various level pertaining to the quality, quantity and
timeliness of flow of information between the company, management and the board have
expressed their satisfaction.

24. DECLARATION BY THE INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they
meet the criteria of independence provided under section 149(6) of the Act, as amended,
and regulation 16of theSEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the
independent directors regarding meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same in terms of the requirements of
regulation 25 of the SEBI Listing Regulations.

25. CORPORATEGOVERNANCEREPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, the compliance with the Corporate Governance provisions specified in
Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para
C,D and E of Schedule V shall not apply to the Company and hence the Corporate
Governance Report does not forms part of this report.

26. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an
arm’s length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations. There were no materially
significant Related Party Transactions made by the Company with Promoters, Directors,
Key Managerial Personnel which may have a potential conflict with the interest of the
Company at large. Hence there does not exists any details to be mentioned in Form AOC-2
which is attached as “Annexure - A".

All Related Party Transactions are placed before the Audit Committee for approval. The
Company has adopted a Related Party Transactions Policy. The policy as approved by the
board is uploaded on the Company’s website at https://www.aagamcapital.com/
policies.html.

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The provisions of section 186 of the Companies Act, 2013 pertaining to investment and
lending activities are not applicable to the company since the company is a Non Banking
Financial Company (‘''NBFC").

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations
and Disclosure Requirements), 2015 forms part of this report which is attached as
“Annexure- B”.

29. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the
Companies Act, 2013 the Annual Return as on 31st March, 2024 is available on the
Company''s website at https://www.aagamcapital.com/annual-return.html.

30. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which
provides for identification, assessment and control of risks which in the opinion of the Board
may pose significant loss or threat to the Company. The Management identifies and controls
risks through a defined framework in terms of the aforesaid policy.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the
requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing
Regulations. The Audit Committee reviews the functioning of the Whistle blower policy. The
policy/vigil mechanism enables directors and employees to report to the management their
concerns about unethical behavior, actual or suspected fraud or violation of the company’s
code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive
information.

The whistle blower policy is uploaded on the website of the Company and can be accessed
at https://www.aagamcapital.com/policies.html.

32. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and
complexity of operations. The company has policies and procedures which inter alia ensure
integrity in conducting business, timely preparation of reliable information, accuracy and
completeness in maintaining accounting records and prevention and detection of frauds and
errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal
financial control systems and suggests improvements if any to strengthen the same.

33. CORPORATE WEBSITE:

The Company''s web address is www.aagamcapital.com The website contains a complete
overview of the Company. The Company''s Annual Report, financial results, details of its
business, shareholding pattern, compliance with Corporate Governance, contact
information of the designated officials of the Company who are responsible for assisting and
handling investor grievances, the distribution schedule, and Code of Conduct are uploaded
on the website.

34. DIRECTOR’S RESPONSIBILITY STATEMENT

Incompliance of section 134(5) of the Act, the directors state 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) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for FY 2023-2024.

(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively.

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

35. STATUTORYAUDITORS AND HIS REPORT

M/s. B M Gattani & Co., Chartered Accountants, (Finn Registration Number 113536W) were
appointed as Statutory Auditors of the Company for a term of five years from the conclusion
of 31stAnnual General Meeting until the conclusion of 36th Annual General Meeting of the

Company. As per the provisions of Section 139 of the Act, they have confirmed that they are
not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. B M Gattani & Co. on the Financial Statements of the Company for
the Financial Year 2023-24 forms part of this Annual Report. The report does not contain any
qualification, reservation, adverse remark or disclaimer.

36. SECRETARIAL AUDITORAND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat
Chakraborty, practicing company secretary (C.P. No. 15878), to undertake secretarial audit
of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as
“Annexure - C“to this Report. The report contains the following observations:

1. The Company has not paid Annual Listing Fees and trading in Bombay Stock
Exchange has been suspended.

Management would like to state that the trading in the script of the Company was
suspended abruptly by BSE without giving proper notice. The Stock Exchange has
not raised any invoice towards listing fees after suspending the trading. The matter is
being contested by the company with BSE and waiting for final order.

2. Independent directors of the Company have not clear online self-assessment
proficiency test as per the Companies (Appointment and Qualification of Directors)
Rules, 2014.

Independent Directors are in process to complete online self-assessment proficiency
test as per theC ompanies (Appointment and Qualification of Directors) Rules, 2014

37. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE
CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013:

Not applicable

38. DEMATERIALIZATION OF SHARES:

82.96% of the Company''s paid up Equity Shares Capital is in dematerialization form as on
31 st March, 2024 and balance 17.04% is in physical form.

Bigshare Services Pvt Ltd at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis,
Makwana Road, Marol, Andheri East, Mumbai - 400059 is Share Registrat and Transfer
Agents of the Company.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During year, no significant and material orders were passed by any regulator or court or
tribunal impacting the going concern status and Company’s operations in future.

40. PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and
having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual
Report is being sent to the members of the Company, excluding details of particulars of
employees and related disclosures. The said information/ details is available for inspection
at the Registered Office of the Company during working hours on any working day. Any
member interested in obtaining this information may write to the company and this
information would be provided on request.

41. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules
thereunder. The Policy aims to provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. The Company has not received any complaint of sexual harassment
during the financial year 2023-2024.

42. HEALTH, SAFETY AND ENVIRONMENT

The company considers safety, environment and health as the management responsibility
and therefore being constantly aware of its obligation towards maintaining and improving the
environment across various spheres of its business activities.

43. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING
ANDOUTGO

The company is not engaged in manufacturing activities and as such the particulars relating
to conservation of energy and technology absorption are not applicable. The company
makes every effort to conserve energy as far as possible etc. Particulars regarding Foreign
Exchange Earnings and Outgo required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given
in the notes forming part of accounts which forms part of the Annual Report.

44. ACKNOWLEDGMENT

The Board of Directors would like to express its gratitude and its appreciation for the support
and co-operation from its members, RBI and other regulators. The Board of Directors also
places on record its sincere appreciation for the commitment and hard work put in by the
Management and the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Anil Kothari Naresh Jain

Whole Time Director & CFO Director

DIN: 01991283 DIN:00291963

Place:- Mumbai
Date >12.08.2024

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Mar 31, 2014

Dear Members,

The Directors of your company present the Twenty Second Annual Report and the Statement of Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Year Ended Year Ended 31st March 2014 31st March 2013

Operational & Other Income 14,97,216 184,697,773

Profit/(Loss) before Depreciation & Tax 6,37,566 (2,78,65,345)

Less: Depreciation 74,866 1,757,095

Profit/ (Loss) before Tax 5,62,700 (26,108,250)

Less: Provision for tax

* Current Tax 1,07,233 —

* Deferred Tax — —

* Fringe Benefit Tax — —

* MAT Credit Entitlement — —

* (Excess)/ Short Provision for Tax of Earlier Year 204,158

Profit / (Loss) after Tax 4,55,477 (26,312,408)

OPERATIONS:

There is a Profit after tax amounting to Rs. 4,55,477 as compared to the loss of the previous year Rs.2, 63, 12,409

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2013-2014. During the year under review the Company has transferred an amount of Rs. NIL out of current profits to Reserve Fund In accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS

Mr. Vikash Kumar Resigned from the Board of Directors of the Company w.e.f 20th May, 2014. Mr. Januram Choudhary who retire by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Motilal Jain and Associates, Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

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

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For & on behalf of the Board of Director

Place : Mumbai Shri Anil Kothari Date : August 27th , 2014 Chairman

Registered Office : ''Room No 2, 3rd floor, 5/7, Kothari House, OAK Lane Fort, Mumbai - 400 023.

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Mar 31, 2012

The Directors of your company present the Twentieth Annual Report and the Statement of Audited Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS: ( Rs. In Lakhs)

Year Ended Year Ended 31st March 2012 31st March 2011

Operational & Other Income 3848.65 16642.04

Profit/(Loss) before Depreciation & Tax (386.70) 39.88

Less: Depreciation 20.62 16.01

Profit/(Loss) before Tax (366.08) 23.87

Less : Provision for tax

- Current Tax - -

- Deferred Tax - -

- Fringe Benefit Tax - -

- MAT Credit Entitlement - -

Profit/(Loss) after Tax (366.08) 23.87

Balance Brought Forward 54.34 36.27

Balance available for appropriations (311.74) 58.86

Less: transferred to Reserve Fund NIL 4.51

Balance Carried Forward (311.74) 54.34

OPERATIONS:

Operational and Other Income decreased to Rs. 3848.65 Lakhs from Rs. 16642.04 Lakhs in the previous year - a decline of 76.87 %. The loss after tax for the current year is Rs. 366.08 Lakhs as against profit of Rs. 23.87 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2011- 2012. During the year under review the Company has transferred an amount of Rs. NIL out of current profits to Reserve Fund I accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS:

Mr. Manu Punnoose, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Mehta Chokshi & Shah., Chartered Accountants, the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

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

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

RAKESH S KATHOTIA Chairman

Place: Mumbai Date : May 28, 2012

Registered Office "The International House", 4th Floor, New Marine Line Cross Road No. 1, Near American Centre, 16, Maharshi Karve Road, Churchgate, Mumbai - 400 020

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Mar 31, 2011

To The Members,

The Directors of your company present the Nineteenth Annual Report and the Statement of Audited Accounts for the year ended 31st March 2011

FINANCIAL HIGHLIGHTS:

( Rs. In Lakhs)

Year Ended Year Ended

31st March 2011 31st March 2010

Operational & Other Income 16642.04 11,206.42

Profit/(Loss) before Depreciation & Tax 39.88 105.11

Less: Depreciation 16.01 3.96

Profit/(Loss) before Tax 23.87 101.15

Less : Provision for tax

- Current Tax --- 11.90

- Deferred Tax --- (3.22)

- Fringe Benefit Tax --- ---

- MAT Credit Entitlement --- (3.00)

Profit / (Loss) after Tax 23.87 95.47

Balance Brought Forward 36.27 (50.13)

Balance available for appropriations 58.86 45.34

Less: transferred to Reserve Fund 4.51 9.07

Balance Carried Forward 54.34 36.27

OPERATIONS:

Operational and Other Income increased to Rs 16,642.04 Lakhs from Rs 11,206.42 Lakhs in the previous year – a growth of 162.20 %. The profit after tax for the current year is Rs 23.87 Lakhs as against Rs 95.47 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2010- 2011. During the year under review the Company has transferred an amount of Rs. 4,51,715 out of current profits to Reserve Fund I accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS:

In accordance with Article 136 of Article of Association of your company, Mr. Rakesh Kathotia, Chairman of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the re-election.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

AUDITORS:

M/s. Price Waterhouse & Co, Chartered Accountants, the Company's Auditors will retire at the conclusion of the ensuing Annual General Meeting. M/s. Price Waterhouse & Co has intimated the Company that they do not wish to seek re-appointment at the ensuing Annual General Meeting.

The Company will consider and appoint Statutory Auditor of the Company at the ensuing Annual General Meeting for the financial year 2011-12.

Your Directors recommend the said appointment.

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

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai RAKESH S KATHOTIA

Date: May 24th,2011 Chairman

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Mar 31, 2010

The Directors of your Company present the Eighteenth Annual Report and the Statement of Audited Accounts for the year ended 31st March 2010

FINANCIAL HIGHLIGHTS:

( Rs. In Lakhs)

Year Ended Year Ended 31st March 2010 31st March 2009

Operational & OtherIncome 11,206.42 8,304.81

Profit/(Loss) before Depreciation & Tax 105.11 (580.75)

Less:Depreciation 3.96 3.91

Profit/(Loss) before Tax 101-15 (584.66)

Less : Provision for tax

-Current Tax 11.90 -

-Deferred Tax (3.22) (0.19)

- Fringe Benefit Tax - 0.70

- MAT Credit Entitlement (3.00) -

Profit/(Loss) after Tax 95.47 (585.17)

Balance Brought Forward (50.13) _535.04

Balance available for appropriations 45.34 (50-13)

Less: transferred to Reserve Fund 9.07 -

Balance Carried Forward 36.27 (50.13)

OPERATIONS:

Operational and Other Income increased to Rs.11,206.42 Lakhs from Rs.8,304.81 Lakhs in the previous year - a growth of 34.94%. The profit after tax for the current year is Rs.95.47 Lakhs as against loss of Rs.585.17 Lakhs in the previous year.

DIVIDEND & APPROPRIATIONS:

The Board of Directors of the Company do not recommend any dividend for the year 2009- 2010. During the year under review the Company has transferred an amount of Rs. 9.07 Lakhs out of current profits to Reserve Fund, in accordance with Section 45-IC of the RBI Act, 1934.

DIRECTORS:

Mr. V. Shridharan, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistendy and made judgements 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 yearand of the profit of the Company for the year under review,

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants, the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

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

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earning & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS REPORT:

Observations made in the Auditors Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS;

The Company has not accepted or renewed any deposit from public during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of die Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to all die employees at all levels for dieir enormous personal efforts as well as collective contribution.

For and on behalf of the Board

RAKESH S KATHOTIA

Chairman

Place: Mumbai

Date : 29th May 2010