Directors Report of Asia Capital Ltd.

Mar 31, 2024

Your directors have the pleasure in presenting the Fortieth Annual Report together with the
audited accounts of the company for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2024 is
summarized below: -

Particulars	(Rs. in thousands)
	FY 2023-24	FY 2022-23
Gross Income	5,445.44	4886.30
Profit Before Interest and Depreciation	2755.13	2615.45
Finance Charges	0	0
Gross Profit	2755.13	2615.45
Provision for Depreciation	0.81	1.34
Net Profit Before Tax	2,754.32	2614.10
Provision for Tax	708.278	657.99
Net Profit After Tax	2,046.046	1956.11
Proposed Dividend	-	-
Transfer to Special Reserve (RBI)	391.222	363.57
Paid-up Share Capital	30920	30920
Reserves and Surplus	17500.414	15454.37

FINANCIAL REVIEW

During the year under review, the total income of the Company was INR 54.45 lakhs as
against INR 48.86 lakhs in the previous year. The Company was able to earn a profit after
tax of INR lakhs 20.46 lakhs in the current financial year as against a profit of INR 19.56
lakhs in the financial year 2022-23. Your Directors are putting in their best efforts to
improve the performance of the Company.

SHARE CAPITAL

During the year, there was no change in the Company’s authorized, issued, subscribed and
paid-up equity share capital.

¦ AUTHORIZED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2024 is Rs,

5.25.00. 000/- divided into 52,50,000 equity shares of Rs.10/- each.

¦ ISSUED AND PAID UP CAPITAL:

The Paid up Share Capital of the Company as on March 31, 2024 is Rs.

3.09.20.000, /- divided into 30,92,000 Equity shares having face value of Rs.10/-
each fully paid.

During the year under review, the Company has not issued any shares with differential voting
rights, neither granted any stock options nor sweat equity.

There is no scheme in the Company to finance any employee to purchase shares of the
company.

TRANSFER TO RESERVES & SURPLUS

Your company has transferred an amount of Rs. 391.222/- (P.Y. Rs. 363.571/-) for current
year towards “Special Reserve Account” as required under the provisions of Section 29C of
the NHB Act, 1987 read with Section 36 (1) (viii) of Income Tax Act, 1961 and the same has
been shown under the head Special Reserve Account under Note No. 13 of Reserve and
Surplus, as per the requirement under section 45-IC of the Reserve Bank of India Act, 1934.

i.e. 20% of Profit after Tax.

DEPOSITS

During the financial year 2023-2024, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

• Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer of the
Company resigned w.e.f. March 31, 2024

• Mr. Prateek Sharma was appointed as the Company Secretary and Compliance Officer of
the Company w.e.f. June 01, 2024.

• Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer of the Company resigned
w.e.f. June 05, 2024.

Below are the details of the Statutory Auditor and Internal Auditor of the Company:

STATUTORY AUDITOR INTERNAL AUDITOR (w.e.f 27.05.2024)

M/s Shankarlal Jain & Associates LLP Mr. Bhaskar Jha

Chartered Accountants Flat No.4077, Near Mewar University,

12, Engineer Building, 265, Sector -4/C, Vasundhara,

Princess Street, Mumbai - 400002 Ghaziabad - 201012

There are no other material changes and commitments, affecting the financial position of the
Company which has occurred between the end of the financial year i.e. March 31, 2024 and
the date of this Directors’ Report i.e. August 02, 2024.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits
into the business of the Company, thus no dividend is being recommended for this year.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY (INCLUDING JOINT
VENTURE)

SKC Investment Advisors Pvt. Ltd. is a holding company.

During the financial year 2023-24, no entity became or ceased to be a subsidiary, joint
venture or associate of the Company. Accordingly, a statement containing the salient feature
of the financial statement of a company’s subsidiary or subsidiaries, associate company or
companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on the
website www.asiacapital.in,

CHANGE IN THE NATURE OF BUSINESS

There has been no major change in the nature of business of your Company during the
financial year 2023-24. Further, since there is no subsidiary, joint venture and associate
company, there is no question for mentioning change in the nature of business of such
companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013, all the
independent directors are non-rotational. The details of the familiarization programmes for
Independent Directors are disclosed on the Company’s website - www.asiacapital.in.

A. CHANGES IN DIRECTORS AND KMP

During the year under review, there are no changes in the Board.

The composition of the Board is in accordance with the provisions of the Act. As on March
31, 2024, following are the directors on the Board of the Company:

S.No.	Director’s Name	Designation
1.	Mr. Santosh Suresh Choudhary	Managing Director
2.	Mr. Manoj Kumar Jain	Executive Director
3.	Mr. Akash Devendra Ramola	Executive Director
4.	Mr. S anj ay Raj garhi a	Independent Director
5.	Dr. (Mrs.) Dipti Singh	Independent Director
6.	Mr. Nirav Laxmichand Mamniya	Independent Director

None of the directors of the Company are disqualified as per the provisions of section 164(2)
of the Act. The directors of the Company have made necessary disclosures, as required under
various provisions of the Act.

B. KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key
Managerial Personnel of your Company by the Board:-

As on 31^st March 2024, the Company had following KMPs:

S.No.	Director’s Name	Designation
1.	Mr. Santosh Suresh Choudhary	Managing Director
2.	Mr. Siddharth Bhikchand Bhansali*	Chief Financial Officer
3.	Mr. Hanuman Govind Patel**	Company Secretary and Compliance Officer
4.	Mr. Prateek Sharma***	Company Secretary and Compliance Officer

*Siddharth Bhikchand Bhansali resigned w.e.f June 05, 2024
** Hanuman Govind Patel resigned w.e.f March 31, 2024
*** Mr. Prateek Sharma is appointed w.e.f. June 01, 2024

C. DIRECTOR LIABLE TO RETIRE BY ROTATION

Mr. Manoj Kumar Jain, Director of the Company is liable to retire by rotation in this Annual
General Meeting as per the Section 152 (6) of the Companies Act, 2013 and being eligible to
offer himself for re-appointment. The Directors have recommended his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management
personnel of the Company and the Independent Directors as per Schedule-IV of the
Companies Act, 2013 which is available on the Company’s website www.asiacapital.in. All

Board Members and Senior Management personnel have affirmed compliance with the Code
of Conduct. The Chairman of the Company has also confirmed and certified the same.

The certification as per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed at the end of the Report on Corporate
Governance.

DECLARATION OF INDEPENDENCE BY THE 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 under the Section 149 (6)
of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed
that they have complied with the Code for Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board of Directors of your Company are as below:

Meeting	No. of Meeting	Dates of Meeting
Board of Directors	Five (5)	01/2023-24	May 29, 2023
		02/2023-24	August 11, 2023
		03/2023-24	August 22, 2023
		04/2023-24	November 10, 2023
		05/2023-24	February 14, 2024

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of independent directors, Board of Directors and Committees of the Board. The
criteria for performance evaluation is based on the various parameters like attendance and
participation at meetings of the Board and Committees thereof, contribution to strategic
decision making, review of risk assessment and risk mitigation, review of financial
statements, business performance and contribution to the enhancement of brand image of the
Company. The Board has carried out evaluation of its own performance as well as that of the
Committees of the Board and all the Directors.

NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the Section 178 of the Companies Act, 2013 read with the rules
mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has formulated the Nomination
and Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. The Policy includes criteria for determining positive attributes,

qualifications, independence of a director, Board diversity, remuneration and other matters
provided u/s 178 (3).

The Nomination and Remuneration Policy, covering the policy on appointment and
remuneration of Directors, Key Managerial Personnel etc. and other matters is placed on the
website of the Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in
line with the delegated authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

The present Composition of the Committee of the Board of Directors of the Company is as
below:

Audit Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director)

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit Committee were accepted by the
Board.

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

The information on the conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-I to this
Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under the Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of Directors/employees of your Company is set out in Annexure-II to this
Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/ transactions entered into by the Company during the financial
year with the related parties were on arm length’s basis and in the ordinary course of business
of the Company.

The details of material contracts required to be disclosed pursuant to Section 134(3) (h) of the
Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in
Annexure- III.

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has in place a policy on
related party transactions as approved by the Board and the same is available on the website
of the Company: www.asiacapital.in.

Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on
“Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014, are given in the Note 23 to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and
security provided is exempted under the provisions of Section 186(11) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1) of
the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in is available on the website of the Company at https://www.asiacapital.in/annual-
return.html.

AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, the present
statutory auditors of the Company shall hold office for a period of 5 years i.e. from the
conclusion of the 36^th Annual General Meeting till the conclusion of the 41^st Annual General
Meeting of the Company.

The Auditor’s Report for the financial year 2023-24, does not contain any qualification,
observation or adverse remarks and accordingly, no comments are required by your Board of
Directors on the same.

Further, no fraud was reported by the auditors of the Company under Section 143(12) of the
Companies Act, 2013.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed Mrs. Pranita Lakhani, Practicing Company Secretary had undertaken a
secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report
provided by the Secretarial Auditors is annexed as Annexure-IV to this Report.

The Secretarial Auditor’s Report for the financial year 2023-24, does not contain any
qualification, observation or adverse remarks and accordingly, no comments are required by
your Board of Directors on the same.

C. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded and
protected against loss from unauthorized use or disposition. The Company has an Internal
Control System, commensurate with the size, scale and complexity of its operations.

Pursuant to Section 138 of the Companies Act, 2013, Mr. Bhaskar Jha has been appointed as
the Internal Auditor of the Company w.e.f. from May, 27 2024 for the F.Y. 2024-25-. The
Internal Auditor monitors the compliance with the objective of providing to the Board of
Directors an independent and reasonable assurance on the adequacy and effectiveness of the
organization’s governance processes.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to
managing the risks proactively and efficiently. Your Company periodically assesses risks in
the internal and external environment. Your Company, through its risk management process,
strives to contain the impact and likelihood of the risks within the risk appetite as decided by
the management.

There are no risks which in the opinion of the Board threaten the existence of the Company.
The Risk Management Policy of the Company is available on the website of the Company.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions
of Section 148(1) of the Act is not applicable for the business activities carried out by the
Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents fairly and transparently
by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics
policy. A copy of the vigil mechanism policy is uploaded on the website of the company:
www.asiacapital.in,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report are annexed as
Annexure-V to this Report.

CORPORATE GOVERNANCE

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t)
of Sub Regulation (2) of Regulation 46 and Para C, D and E Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance
are not applicable to the Company as the Company’s paid-up equity share capital did not
exceed Rs.10 Crores and net worth Rs. 25 Crores as on the last day of the previous financial
year ended March 31, 2024.

However, as a matter of good governance, the Company has prepared Corporate Governance
Report and annexed the same to the Directors Report.

Further: -

1. Report on Corporate Governance

2. Certificate on compliance of conditions of corporate governance as per the provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

3. Certificate of Non-Disqualification of Directors (pursuant to Regulation 34(3) and
Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors,
senior management personnel, persons forming part of a promoter(s)/promoter group(s) and
such other designated employees of the Company, who are expected to have access to
unpublished price sensitive information relating to the Company. The Directors, their
relatives, senior management personnel, persons forming part of a promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in the
shares of the Company while in possession of unpublished price sensitive information about
the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can
be accessed on the company’s website-www.asiacapital.in.

¦ Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information

¦ Code of Conduct for Prevention of Insider Trading
CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of following items
as there were no transactions and also the Company is not falling under the eligibility criteria
prescribed by the following sections and rules made thereunder during the year under review:

1. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end
of the financial year.

2. The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT
NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING)
COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2015

There was no auction conducted by the Company during the financial year 2023-24 in respect
of defaulters in any loan accounts.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of the Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards and Schedule-Ill of the Companies Act, 2013, have been
followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company as at March 31, 2024 and of the profit and
loss of the Company for the financial year ended March 31, 2024;

c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

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

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited under script code 538777. The listing
fee for the financial year 2023-24 has been paid to BSE Limited.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its
employees.

Your Directors further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Rederessal) Act, 2013

AFFIRMATION ON COMPLIANCE WITH APPLICABLE SECRETARIAL
STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I
& II issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The directors wish to thank the company’s customers, vehicle manufacturers, vehicle dealers,
channel partners, banks, mutual funds, rating agencies and shareholders for their continued
support.

The Board of Directors also places on record its sincere appreciation of the commitment and
hard work put in by the Management and the employees of the Company.

By the order of the Board
For Asia Capital Limited

Sd/

Place: Mumbai Santosh Suresh Choudhary

Date: 02^nd August 2024 Chairman & Managing Director

DIN: 05245122

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2014.

Financial Highlights

Particulars Amount (Rs. in lacs) FY 2013-2014 FY 2012-2013

Revenue from Operation 1,110.63 14.55

Other Income - -

Total Revenue 1,110.63 14.55

Total Expenditure 1,104.97 13.41

Profit before tax 5.65 1.13

Provision for tax 1.71 0.35

Deferred Tax 0.03 -

MAT Credit entitlement & Tax for previous year - 0.08

Profit after tax 3.90 0.70

EPS (Rs.) 0.39 0.07

Transfer to Reserve 0.78 0.14

Paid-up Share Capital 309.20 99.20 Year in retrospect

During the year under review, total income of the Company was Rs. 1,110.63 lacs as against Rs. 14.55 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.90 lacs in the current financial year as against a profit of Rs. 0.70 lacs in the financial year 2012-2013. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956 and applicable RBI regulations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo _

The Company is a non banking financial Company and most of the details as required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

(a) Conservation of Energy N.A.

(b) Foreign Exchange Earnings Nil

(c) Foreign Exchange Outgo Nil

(d) Technology Absorption N.A.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

After the last Annual General Meeting, Mr. Atul Aggarwal and Mr. Saurabh Madan were appointed as an independent Director of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mr. Manoj Kumar Jain is liable to retire by rotation and being eligible offer himself for re-appointment. Directors recommend their re-appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

III. Stakeholders Relationship Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

Auditors

M/s Prakash & Santosh, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Limited (DSE). The listing fee for the financial year 2014-2015 has been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Asia Capital Limited

Deepak Kumar Jain Surendra Kumar Jain Date: 11th August 2014 Chairman cum Director Managing Director Place: Delhi DIN: 00098116 DIN: 00097859

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Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2013 31-03-2012

Incomes 14,54,601 2,81,974

Expenses 13,41,260 2,55,514

Profit for the year 1,13,341 26,460

Provision for Income Tax 35,004 5,042

Deferred Tax 20 22

Profit after tax 70,162 26,439

Profit B/F previous year 7,10,936 6,79,147

Balance carried to balance sheet 7,76,948 7,10,936



2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Surendra Kumar Jain Director of the Company retire by rotation at the conclusion of 29th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors'' Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO _ Information Pursuant to provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of Directors) Rules 1988 is set below:- a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2013 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any: ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; iii) 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; iv) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 25th June 2013 Deepak Kumar Jain Chairman & Managing Director

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Mar 31, 2012

Dear Members,

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

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2012 31-03-2011

Incomes 2,81,974 3,61,605

Expenses 2,55,514 2,99,909

Profit for the year 26,460 61,696

Provision for Income Tax 5,042 19,044

Deferred Tax 21 22

Income Tax (A.Y. 2009-2010) Nil 500

Profit after tax 26,439 42,130

Profit B/F previous year 6,79,147 6,54,717

Balance carried to balance sheet 7,10,936 6,79,147

2. DIVIDEND

Your Directors don,t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company,s Articles of Association, Mrs. Shalu Jain Director of the Company retire by rotation at the conclusion of 28th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS, REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors, Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of Directors) Rules 1988 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company,s employment during the year ended 31st March 2012 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR,S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii) 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;

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company,s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 28th June 2012 Deepak Kumar Jain Chairman & Managing Director

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Mar 31, 2011

Dear Members

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

1 FINANCIAL RESULTS

Particulars Amount in Rupees 31.03.2011 31.03.2010

Incomes 3,61,605 4,42,023

Expenses 2,99,909 2,85,754

Profit for the year 61,696 1, 56,269

Provision for Income Tax 19,044 48,264

Deferred Tax 21 22

Income Tax (A.Y. 2009-2010) 500 —

Profit after tax 42,130 1,07,983

Profit B/F previous year 6,54,717 5,46,734

Balance carried to balance sheet 6,70,648 6,54,717

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Surendra Kumar Jain & Mr. Manoj Kumar Jain, Directors of the Company retire by rotation at the conclusion of 27th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6 SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors'' Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUTGO

As the Company did not carry any manufacturing activity during the year under review, the information as required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy & technology absorption have not been commented upon. The Company did not earn/remit any foreign exchange during the year under review.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2011 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii) 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;

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 14th June 2011 Deepak Kumar Jain Chairman & Managing Director