Directors Report of Available Finance Ltd.

Mar 31, 2024

Youi'' Board of directors are pjeased to present their 32^nd Annual Report of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^a March 2024,

Your directors submit the following particulars/disclosures and information as requited under provisions of section 134(3) and other applicable provisions, if any. of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable rules there under,

1, Financial Summary and Highlights:

(f in 000 Except EPS)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operation	5464,87	5896.63	5464.87	5896.63
Other Income	15,77	241,09	15.77	241.09
Total Income	54S0.G4	6137.72	5480.64	<5137.72
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tux Expense	2919,55	3942,96	2919.55	3942,96
Less: Depreciation/ Amortisation/ Impairment	10.86	3.80	10.86	3.80
Profit /toss before Finance Costs, Exceptional items and Tax Expense	2908.69	3939.16	2903.69	3939.16
Less: Finance Costs	0.00	662.92	0.00	662,92
Profit /loss before Exceptional items and Tax Expense	2908.69	3276.24	2908.69	3276,24
AddZ(iess): Exceptional items	0.00	0.00	0.00	0,00
Profit/loss before Tax Expense	2908-69	3276,24	2908.69	3276.24
Less: Current Tax	700,00	900.00	700.00	900.00
Add lLess: Deferred Tax	0,10	8,81	0.10	8.81
Add/Less: Adjustment in respect of Current Tax of Prior Years	(121.60)	247.66	(121.60)	247.66
Profit dLoss for the Year (1)	2330,19	2119.77	2330,19	2119,77
Share in ProfiL of Associate (2)	0.00	0,00	1185919.74	1719686.08
Total Other Comprehensive Income/loss	519.59	3421.48	40248.21	251L15

(3)
Total Comprehensive Income (1 2 3)	2849.78	5541.25	1228498.15	1724317.00
Balance of Profit /Loss for earlier years	28484.46	26785.64	2 S484.46	26785.64
Less: Transfer to NBFC Re serves/Any Other Reserve	(466.04)	(423.95)	(466.04)	(423.95)
Less: Dividend paid on Equity Shares	0,00	0.00	0.00	0.00
Balance carried forward	30345,61	28484.46	9989524.92	8640239.05
EPS: (Basic & Diluted) (In ?) on equity shares of £ 10/- each (Other than total comprehensive income)	0.23	0.21	116.45	168,74

2, Performance of the company:

During The year under review, the Company achieved a turnover of ^54.65 Lakhs as against a turnover of 5 58,97 Lakhs in the previous year registering decrease by 7.33%. Further, Net Profit for the year has increased by 9.93% which is ? 23.30 Lakhs as compared to ? 21.20 Lakhs in the previous year,

A proportionate share in the profits of associate companies based on tire shareholdings in such companies, have been included in the consolidated Financial statement.

3. The_Sta_te of the Company''s Affairs:

Tiie Company is an ureregistered Non-Deposit Taking Core Investment Company (NBFC-ND-C1C) and is in compliance with the various regulations as applicable to the unregistered CIC as required by the RBI directions/guidelines as may be applicable from time to time.

The company makes investment in the equity shares and also provides loans and advances lo the Group companies and earns interest income/dividend from such loans/in vestments from the Group Companies,

4. Dividend:

In order to preserve the profit and to utilize such amount in the business activities, your Board of directors does not recommend any dividend during the year 2023-2024 under review. (Previous year Nil)

5, The Amount Proposed to Carry to anv Reserves:

The Board of directors of your Company has decided not to transfer any amount to the General Reserves for the financial year ended 31^st March 2024, however the Company has transferred amount ? 4,66 Lakhs to the NBFC Reserves as per Directions issued by RBI to the NBFC Companies. (Previous year: ? 4,24 Lakhs)

6. Consolidated Financial Statements:

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules. 2014 and 1ND AS 28- Investment in Associates, the Audited Consolidated Financial Statements forms pari of this Annual Report.

1. Tin- Names of Comjmnics which have become or ceased to be its Holdinti, Subsidiaries'' Joint Ventures or Associate Companies during the Financial Year:

None of the Company have become or ceased to be its Holding, Joint Ventures or Associate Company[ie$) during the year under review.

Details of Holding and Associates of the Company in the beginning of the financial year as well as at the time of''closure of financial year are as follows:

Si, No	Name of Company	Country of Incoiporati on	Reg. No./CIN	Nature	Rdevu nt Section	% of Shareholdi ug
1.	Agarwai Coal Corporation Private Limited	India	U23109MP200GPTC01 4351	Assoc iat e	2(6)	32,63%
2,	Agarwai Fuel Corporation Private Limited	India	(I45203MP1980PTC00 1674	Associat e	2(6)	43,31%
¦*5 J,	Archana Coal Private Limited	India	UQl 122MP1991PTC00 6664	Holding	2(46)	57,22%

B. Report on the highlights of performance of subsidiaries, associates and joint venture Companies and their Contribution to the Qvcrnil Performance of the Company during the financial year:

In accordance with the provisions of Section 129(3} of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the Associates is provided, in the prescribed Form AOC-1, in Annexttre-A is enclosed to this Reporf

9. Non-Performing Assets and the provisions required:

Your Company has ascertained NPA under Non-Banking Financial (Non deposit accepting or holding) Company’s Prudential norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions there against. The company did not recognize interest income on such IMP As,

10* Compliance of RBI Guidelines:

Your Company continues to comply with all the requirements prescribed by the RBI for the NBFC Companies (Unregistered Core Investment Company) from time to time,

U* Directors* Responsibility Statement;

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of its knowledge and ability, confirm that:

i, in the preparation of tire Annual Accounts for the Financial Year ending on 31^s! March, 2024. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii, the accounting policies selected have been applied consistently, and judgements and es Li mates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 3 I^s1 March, 2024 and of tine profit of your Company for the year ended on that date;

iii. proper and sufficient care has been taken For the maintenance of adequate accounting records, in accordance with the provisions of tire Act for safeguarding die assets of your Company, and for preventing and detecting fraud and other irregularities;

iv. Annual Accounts for the Financial Year 2023-24 have been prepared on a ''going concern’ basis;

v, the Directors have laid down proper internal financial controls, and that such internal financial controls are adequate and were operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

12. Appointment of the Statutory Auditors and explanations or comments on the mm] idea I ion. reservation or i id verst remark or disclaimer miif|c_bv the midi tors in their report:

Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Mahendra Badjatya & Co,, Cli arte red Accountants, (F.R,No,00]457C) were appointed as the Auditors of the Company to hold the office from the conclusion of 28^[h Annual General Meeting held on 30^l1'' September, 2020 for a period of 5 years till the conclusion of 33^jd Annual General Meeting to be held in the year 2025.

The Report made by the Auditors on the Financial Statements of the Company for the financial year ended 3l^rl March 2024, read with the Explanatory Notes therein, are selfexplanatory and. therefore, do not call for any further explanation or comments from the Board under section 134{3)(f) of the Companies Act, 2C13. The Auditors’ Report does not contain any qualification, reservation, disclaimer or adverse remarks.

13. Secretarial Auditor & Secretsriot Audit Rewort:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your company had appointed M/s Jshan Jain & Co,_r Practicing Company Secretaries (FRN: S202IMP802300; Peer Review No: 842/2020) as Secretarial Auditor of the Company to conduct rhe secretarial audit for FY 2023-24. Pursuant to Regulation 24A of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report for the financial year ended 31^sl March, 2024 is annexed as A/mexurc'' -B to Lhis report. The said report does not contain any material qualification, reservation or adverse remark.

14. Internal Auditors ami Internal Audit Report:

The Board had appointed M/s. VSK & Company (Finn Registration Number: 00GB37C, Practicing Chartered Accountants as an Internal Auditor of the Company, The internal auditor reports their findings to the audit committee of the Board. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of interne] control mechanism with interaction of KMP and functional staff. The company has taken stringent measures to control the quality of disbursement of loan and its recovery to prevent fraud. The company has also taken steps to check the performance of the functional employees of the company at branch level.

15. Cast Auditors and Cast Audit Report:

Since the company is nor carrying any manufacturing activities, your Company is not required to conduct the Cost Audit and is not required to maintain Cost Records as specified under section 148 of the Companies Act, 2013 and not required to conduct cost audit during the year under review.

16. Details in reared of fraud reported bv Auditor’s under section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government:

During the year under review, the Auditors of tire Company have not reported, any instances of fraud committed against your Company by its officers and employees to the Board, hence no disclosures is required to be given for those purposes.

17. The Details about the Policy Devduned and implemented bv the Company on CSR (Corporate Social Responsibility) and initiatives taken during the year:

Your company does not fall under the threshold limit as required under the provisions of Section 135 of the Companies Act. 2013 and rules made there under, hence there was no requirement to constitute CSR Committee as well as formulate any policy thereof

IS. Numher of Meetings of the Board:

During FY 2023-24, 5 (Five) Board Meetings were convened and held The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 along with their rules, Secretarial Standard and the SEBI (LODR) Regulations. 2015. The details of the Board meetings held during the year along with the attendance of the respective: directors there at are set out in tire Corporate Governance Report forming part of this Annual Report.

19, Corporate Governance & Management Discussion and Analysis:

Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the corporate governance report, management discussion and analysis certificate from Practicing Company Secretary regarding non disqualification* debarred for being appointment or continue to be appointed and the auditors certificate regarding compliance of conditions of corporate governance is enclosed herewith as per Ajuiextire - C.

20, Web address for placing Annual Return:

Pursuant to Section 92(3) read with Section 3 34(3){a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^il March, 2024 can be accessed on the website of Company at following link: In Lp://www. avai 1 abl e fi nance ,m/ D i sc I osn res. p h p.

21, Disclosure of Codes, Standards, Policies and Compliances there under:

a. Know Your Customer and Anti Money Laundering Measure Policy:

Your company has a Board approved Know Your Customer (KYC) and Anti Money Laundering measure policy (AML) in place and adheres to the said policy. The said policy is in line with the RB! Guidelines,

The Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are, however, no cash transactions of the value of more than 110,0(1,000/- or airy suspicious transactions whether or not made in cash noticed by the company in terms of tire said policy.

b. Fair Practice Code:

Your company has in place a Fair Practice Cade (FPC), as per RBL Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

c. Code of Conduct for Board of Directors and the Senior Management Personnel:

Youi¹ company has adopted a code of conduct as required under Regulation 17 of SEBI (LODR) Regulations 2015, for its Board of Directors and the senior management personnel. The code requires the Directors and employees of the company to act honestly, ethically and with integrity and in a professional and respectful manner. The certificate of Management is attached with the Report in the Corporate Governance section.

d. Code for Prohibition of Insider Trading Practices:

Your company has in place a code for prevention of insider trading practices in accordance with tire model code of conduct, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly complied with the provisions of the said code.

e. Vigil Mechanism Policy:

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies {Meeting of Boards and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company had adopted a robust Vigil Mechanism policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company¹ code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at (http://www, a val I abl e fl n ance _r t n/Po! ic y. p hp) and attached the same as Ann&xuye- D to this report:

ft Prevention, prohibition and rcdressal of Sexual Harassment of Women at workplace

Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy an Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act^f) and the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressa'') Act, 2013 (‘Act’) and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints hied during the Financial year and the number of complaints pending as on the end of the financial year is shown as under

Category	No. of complaints pending at the beginning of ICY. 2023-24	No. of complaints filed during the F.Y. 2023-24	No. of complaints pending as at the end of F.Y, 202324
Sexual Harassment	Mi!	Nil	Nil

Since, there was no complaint received during the year which is appreciable as tire management of the company endeavor efforts to provide safe environment for the female employees of the company,

g. Nomination, Remuneration and Evaluation policy (NRE Policy)

Tito Board has, on the recommendation of the nomination and remuneration committee framed a remuneration policy as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBJ (LODR) Regulations, 2015. Policy of the Company is available at the website of the Company at (h t ip ://www. a va II ab I efi nance. i n/ Po 1 i c v. php)

h. Related Party Transactions and its Policy

Transactions entered with related parties as defined under section 188(1) of the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm’s length basis and were not materia!. Therefore, the requirement to attach Form AOC-2 is not applicable. For further details, please refer relevant notes to the Standalone Financial Statements which forms the part of this Annual Report. Pursuant to previsions of Regulation 23 of the SEES) (LODR) Regulations, 2015. The company Iras material related party transactions which are regular in nature and are in ordinary course of business and pursuant io tire provisions contained in the SEBI Circular No SE131/HO/CFD/CMD1/CIR/P/221/662 dated 22^lld Nov., 2021 the company has taken approval of members in the General Meeting held on 27^!lt day gT September, 2023 and the validity of the said approval of members is for a period of 1 (one) year and your board of directors are further proposing for the approval of Material Related Party Transactions pursuant to Reg, 23 of the Listing Regulations in the ensuing General Meeting.

The related party transaction policy as formulated by the company delities the materiality of related party transactions and lays down the procedures of dealing with related party transactions. The details of the same are posted on the Company’s website (http://www.avallablefinance.ln/FoliCY.php)

All Related Party Transactions are placed before the Audit Committee and were duly approved as may be required.

i. Policy of company for the appointment of Directors and tlieir remuneration

Policy of company for Lhe appointment of Directors and tlieir remuneration is hosted on the website fwww.availablefinance.il-:) of the company as per the requirement of the section ITS of the Companies Act, 2013.

22. Criteria for determining qualifications'' positive attributes. independence of n director and other matters under section I7S{3] of Hie Companies Act, 2013:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a Nomination, Remuneration and Evaluation Policy which lays down the criteria for identifying the persons who arc qualified to be appointed as directors and, or senior management personnel of Lhe company, along with the criteria for determination of remuneration of directors, ICMP''s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 17S of Companies Act, 2013 and Regulation 19 of SEB1 (LGDR) Regulations, 2015. Policy of the Company has been given at the website of the Company at hLtp://www.aval]ablcftnance.iri/Po[icy_rphp.The details of the same are also covered in the Corporate Governance Report forming part of lids Annual Report.

23. Particulars of Loans, Guarantees, Security or Investments u/s 136 of the Companies Act. 2013:

Your Company is an Unregistered Cote Investment Company and having business of loans and investment, therefore, the provisions of section 186 of the Companies Act, 2013 and the rules made there under are applicable on the company. The Company lias passed Special Resolution in its 3G^[h Annual General Meeting held on 20^th day of September, 2022 pursuant to Section 186 of the Companies Act, 2013.

The Company has made certain investments and provided loans to certain corporate during its ordinary course of business during the year under review, details of which can be reviewed in the Financial Statements of the company.

24. Statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements ul‘Risk;

The Company is primarily engaged in the business of Investment and Lending Activities and is associated With the normal business risk of the market. Any change in the taxation and industrial policy by the Government may adversely affect the profitability of the Company. The Company is having adequate internal control to monitor the financial transactions and the books of accounts are being audited by the independent auditor of the Company.

25. Material Changes and Commitments, it''any, affecting the Financial Position of the Company which have Occurred between the End of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report:

There have been no material changes and commitments, affecting the financial position of the Company which had occurred beLween the end of the financial year of the Company to which the financial statements relate and the date of the report.

26. Details of significant and materia] orders passed by the Regulators or Courts or Tribunals impacting the gointj Concern status and Oniinsinv’s uncrations in future:

There have been no Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company''s Operations in Future during the period under review.

27. Listing of Shares of Hie Company:

The Paid-up Equity Share Capital as oil 3l^sl March, 2024 is ?10,20,37,000/- divided into 1,02,03,700 Equity Shares carrying voting rights of ? 10/- each. During the year under review, the company lias not issued any shares with differential voting rights nor granted stock options, nor sweat equity Shares as on 3 l^il March 2024.

The Equity Shares of the Company continue to remain listed on BSE Limited (Security Code: 531310) and frequently traded by the investors at BSE Ltd, The company has paid the annual charges to the Depositories and has paid the listing fees to BSE Limited for the financial year 2024-25,

2fJ, The conservation of energy, technology absorption, foreign exchange earnings and outgo:

Disclosure of particulars required u/sI34(3)(m} of the Companies Act, 2013 read with rule 8(3) of Companies (Account) Rules, on conservation of energy and technology absorption are not applicable as the Company does not have any manufacturing activities. There were no foreign exchange earnings and outgoing during the Financial Year (Previous year: Nil).

29. Statement indicating the manner in which Formal Annual Evaluation has been made by the Board of its performance and that of its Committees and individual Directors:

The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including independent Directors) which, include criteria for performance evaluation of Non-executive Directors and Executive Director The

evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, Communicating inter se board members, effective participation, domain knowledge, compliance which code of conduct, vision and strategy. Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (LODR) Regulations 2015, the Board carried out an annual performance evaluation of tire Board, Committees, Individual Dimeters and the Chairperson, The Chairman of the respective Committees shared the report on evaluation with the respective committees’ member The performance of each committee was evaluated by the Board, based on report on evaluation received from committees.

The repent on performance evaluation of the Individuals Directors was reviewed by the Board and feedback was given to Directors

30. The Change in the Nature of Business, if any;

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

31. Details of Directors or Key Managerial Personnel: n, Directors and KMPs:

During the period under review and till the date of this Board Report the following changes were made:

* Confirmed the Re-appointment of Mr, Raj end ra Kumar Sohani (DIN: 00379042) as a Director who was liable to retire by rotation.

* Re-appointmeni of Mr. Rakesh Sahu (DIN: G8433972) in the category of WholeTime Director w.e.f, 29^[h May, 2024 Tor a period of 3 years.

None of the directors have resigned during the year under review.

b. Changes in Directors and KMP after the closure of the Financial Year but before the approval of this Report:

* Ms, Priyanka Jha (DIN: 07347415) has resigned from the office of the NonExecutive Independent Director w.e.f, I2^lh August, 2024.

* Mr, Aseem Trivedi (DIN: 01244351) has resigned From the office of the NonExecutive Independent Director w.e.f. 12^lh August, 2024.

* Mr. Sahive Alam Khan (DIN: 09179685) has resigned from the office of the Nora* Executive Independent Director w.e.f. 12^iEl August, 2024,

* Mr, Dhawal Bagntar (DIN; 10217380) was appointed as an Additional Director on the Board of the Company in the category of Non-Executive Non-Independent w.e.f. 12^th August, 2024 and tire Board has proposed for his confirmation from Additional Director to a Director (Non-Executive Independent Director) in the enduing Annual General Meeting.

¦ Mr. Pradhumn Pathak (DIN: 106970B3) was appointed as an Additional Director on the Boat''d of the Company in the category of Non-Executive Non-Independent w.e.f. I2^1[l August, 2024 and the Board has proposed for his confirmation from Additional Director to a Director (Non-Executive Independent Director) in the ensuing Annual General Meeting.

* Ms. Apoorva Jain (DIN: 10714927) was appointed as an Additional Director on tire Board of the Company in the category of Noil-Executive Non-Independent w.e.f, 12^[l1 August, 2024 and the Board has proposed for his confirmation from Additional Director to a Director (Non-Exccutivc Independent Director) in the ensuing Annual General Meeting.

c. Independent Director;

Pursuant to the provision of the Companies Act, 2013 and Regulation 17(1 )(b) of SEBI (LODR) Regulations, 2015, company is having 3 (Three) Independent Directors including 1 (one) Woman Independent Director as on 31.03,2024, which are as follows;

* Ms. Priyanka Jha (Women Director) (DIN: 07347415)

* Mr. Aseem Trivcdi (DIN: 01244851)

* Mr, Sahive Alam Khan (DIN: 09179685)

d. Statement on Declaration by Independent Directors under section 149(6) of the Companies Act, 2013:

Tit® Company have received necessary declaration from all the Independent Directors as required tinder section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence us per Regulation 16(I)(b) of SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill tire criteria of tire independence with regard to Integrity, expertise and experience (including the proficiency) as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors arc also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

e. Opinion of the Board with regard to integrity* expertise and experience including lire proficiency of th® Independent Directors appointed during the year:

No Independent director was appointed during F.Y. 2023-24 but all the Indepcadent directors of the Company have expertise and proper experience including proficiency as ascertained from the online proficiency self- assessment test conducted by IICA,

f. Directors seeking confirmation/re-appointment in the ensuing General Meeting:

• Re-appointment of Mr. Vikas Gupta (DIN: 09438941) as a Director who is liable to retire by rotation in the ensuing Annual General Meeting.

• Confirmation of the appointment of Mr. Dbawal Bagmar (DIN: 102173 SO) from an Additional Director to a Director in the category of Non-Executive independent Director for a First term of 5 (Five) consecutive years w,e.f. 12^th August, 2024 and shall not be liable to reLire by rotation,

• Confirmation of the appointment of Mr. Pradhumn Pathak (DIN: 10697083) from an Additional Director to a Director in the category of Non-Executive Independent Director for a First term of 5 (Five) consecutive years w.e.fi 12¹''¹ August, 2024 and shall not be liable to retire by potation,

¦* Confirmation of the appointment of Ms. Apoorva Jain (DEN: 10714927) from an Additional Director to a Director in the category of Non-Executive Independent Director for a First term of 5 (Five) consecutive years w.c.f. 12¹¹¹ August, 2024 and shall not be liable to retire by rotation.

32. Committee of the Dom''d:

The Company has duly constituted the following Committee as per the provisions of the

Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

a. Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 oFSEBl (LODR) Regulations, 2015-

b. Stakeholder Relationship Committee as per section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations 2015.

c. Nomination and Remuneration Committee as per section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.

A detailed note on the Board and its committees is provided under the Corporate

Governance Report section in this report.

33. Deposits covered under Chapter V of the Act, 2013

a. Accepted during the year: Nil

b. Due and remained unpaid or unclaimed as at the end of the year: Nil

c. Outstanding Amount aL the end of year (In Lakh): Nil

d. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

34. Deposits which arc not In Compliance with the Requirements of Chapter V of the Companies Act,,2013;

During the year ender review, the Company has not accepted any deposits which arc not in compliance of the (Companies Acceptance of Deposits) Rules, 2014 as well as RBi directions.

35. Amount Accented from Directors of the Company or their Relatives:

The details of Amount Accepted from Directors or their Relatives during the year under review is as under: Nil

3(3, Details in respect of adequacy of internal Financial Controls with reference to the Financial Statements:

Your Company lias in place adequate internal control system (including internal financial control system) commensurate with the size of its operations. The company has adequate internal financial control backed by sufficient qualified staff, system software and special software’s. The company has also an internal audit system by the external agency.

37, Particulars of Emnl&yeen

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as net Annexing -E.

The Company is having only 3 (Three) employees on 31^s’ March, 2024 and the particulars thereof in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report asAnnextwe^ F.

Further, there is no employee drawing remuneration of 58,50,000/- per month or ? 1,02,00,000a per year, therefore, the disclosure of particulars of employees as required tt/s 197(12) of tiic Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

Your Board inform that CS Suyash Choudhary, Company secretary and Compliance Officer and Mr. Mahesh Nirmai, CEO of the company were in receipt of remuneration in excess of the Whole-time Director of the company. However, none of them along with their relative hold more than 2% equity shares of the company. Therefore, the disclosure as required under Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.

38. Compliance with Sccrctnriiil Standards:

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

39, Provision of voting hy electronic means:

Your Company is providing E-VOting faciliLy under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 20!5. The Ensuing AGM will be conducted through Video Conferencing/OVAM and No Physical Meeting will be held, and your Company has made necessary arrangements with CDSL to Provide facility for Remote E-Voting and E-Voting at ensuing AGM, The details Regarding E-Voting Facility are Provided with the notice of the AGM.

40. General Disclosure:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters or were not applicable to the Company during the year under review:

a. Your Company has not Hied any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016(31 of 2016) during the year under review.

b. Your Company has neither announced any Corporate Action (btiy back of securities, declaration of any dividend, mergers and de-mergers, split and issue of any securities) nor failed to implement or complete the Corporate Action within prescribed timelines,

c. There were no voting rights exercised by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Shave Capital and Debenture) Rules, 2014.

d. There was no instance of one-time settlement with any Bank or Financial. Institution;

e. There is no requirement to conduct the valuation by the bank and no valuation done at the time of one-time Settlement during the period under review,

f. There were no revisions in tire Financial Statement and Board’s Report

g. The company has not given any commission to WTD during the period under review.

41, Acknowledgements:

Your Directors express their deep sense of gratitude to the banks, financial institutions, Stakeholders, business associates. Central and State Governments for their co-operaiton and support and look forward to their continued support in future. Your Directors place on record their sincere appreciation to all KMPs/employees of the Company for their

unstinted commitment and continued contribution to tire Company. We applaud them for their superior levels of competence, dedication and commitment to your Company.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Results for the period ended on 31st March, 2015.

1. FINANCIAL PERFORMANCE

(Rs in Lakh)

Particulars 2014-2015 2013-2014

Income 243.25 150.79

Profit Before Taxation 12.52 38.69

Less: Provision for Tax 4.69 11.19

Less: Income Tax Earlier Year -2.20 -00.61

Less: Provision for Deferred Income Tax -1.65 0.05

Profit for the year 11.68 28.06

Profit Available for Appropriation 11.68 28.06

Transfer to NBFC Reserve 2.34 5.61

Transfer to General Reserve

Balance Carried to Balance Sheet 251.53 242.19

EPS 0.11 0.27

2. RESULTS OF OPERATION AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

3. DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year 2014-2015 and no obligation to transfer any amount to Investor Education and Protection Fund.

4. NON-PERFORMINGASSETS AND PROVISIONS

The company is ascertained Non Performing Assets under Non Banking Financial (Non deposit accepting or holding) Company's Prudential Norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions against. The company did not recognize interest income on such Non Performing Assets.

5. HOLDING/ASSOCIATE/SUBSIDIARY/JOINTVENTURE COMPANIES

The company docs not have any subsidiary and joint venture. The company has 1 (one) Holding Company (i.e Archana Coal Private Limited CIN: U01122MP1991PTC006664 and 3 (three) Associate Companies (i.e. Agarwal Coal Corporation Pvt. Ltd. CIN: U23109MP2000PTC014351, Agarwal Transport Corporation Pvt. Ltd. CIN: U60210MP2003PTC015665 and Agarwal Fuel Corporation Pvt. Ltd. CIN: U45203MP1980PTC001674) within the meaning of Section 2(46) and 2(6) of the Companies Act, 2013 (As per Annexure - VIII).

6. DISCLOSURE

Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules, 2014. The required information's & disclosures, to the extent applicable to the company are discussed elsewhere in this report and their relevant information's are as under:-

6.1 An extract of Annual Return in Form MGT-9 as per Annexure -1.

6.2 Policy of company for die appointment of Directors and their remuneration as per Annexure -II.

6.3 The particulars of related party contracts as per u/s 188 are enclosed herewith in form AOC-2 as per Annexure -III.

6.4 The ratio of the remuneration of eachidirector to the median employee's remuneration and other details in terms of u/s 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure - IV.

There is no employee drawing remuneration of Rs. 500000/- per month or Rs. 6000000/- per year, therefore the particulars of employees as required U/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

7. DETAIEpF BOARD MEETING HELD DURING THE YEAR 2014-15.

During the financial year 2014-15 the Board of Directors passed Resolution by circulation on 01/04/2014 and Board met 9 (nine) times, and the detail in relation to Board Meeting, Directors and Key Managerial Personnel is given in Corporate Governance Report is attached in the Annual Report.

8. DISCLOSURE OF CODES. STANDARDS. POLICIES AND COMPLIANCES THEREUNDER

a) Know Your Customer and Anti money laundering measure policy

Your company has a board approved Know Your Customer and Anti Money Laundering measure policy (KYC and AML Policy) in place and adheres to the said policy The said policy is in line with the RBI Guidelines.

Company has also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are however, no cash transactions of the value or more than Rs. 1000000/- or any suspicious transactions whether or not made in cash noticed by the company in terms ofthe said policy.

b) Fair Practice Code

Your company has in place a fair practice Code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel

Your company has adopted a code of conduct as required under clause 49 of the Listing Agreement for its BOD and the senior management personnel. The code requires the directors and employees ofthe company to act honestly, ethically and with integrity and in a professional and respectful manner.

d) Code for Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (prohibition of insider trading) regulations, 1992, as amended and has duly complied with the provisions of the said code.

The BOD at its meeting held on 28/01/2015 adopted as per SEBI (Prohibition of Insider Trading) Regulations, 2015, which shall become effective from 15-05-2015. The details of the same are posted on web-site of the company www.availablefinance.in.

e) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY 2014-15 that may have potential conflict with the interest of company at large. Transactions entered with related parties as defined under the Companies Act, 2013 and Clause 49 of the listing Agreement during the financial year were mainly in the ordinary course of business and on an arm's length basis. The details of the same are posted on the web-site of the company www.availablefinance.in.

f) Corporate Social Responsibility Policy

As per the provisions of section 135 of Companies Act, 2013 and rules made there under, the company does not fall under the threshold limit to constitute Corporate Social Responsibility Committee.

g) Whistle blower policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules' 2014 and clause 49 of the listing agreement, the company and adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company' code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at www.availablefinance.in and attached the same as Annexure VII to this report.

9. DIRCTQR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) the Companies Act, 2013, your directors confirm that:

(a) In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 2013, have been followed to the extent applicable to the company.

(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 at the end of the financial year 2014-15 and of the profit of the company for that period.

(c) The Directors 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by company and that such internal financial controls are adequate and is operating effectively.

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 4 directors. During the Mr. Rajendra Sharma(DIN 00981139) continued to hold the office as Whole-Time-Direcotr & CEO. Mrs. Neelam Sharma (DIN 06935934) appointed as Non-Executive Director w.e.f. 24/07/2014.

Mr. Sudama Tiwari (DIN: 01103738) and Mr. Y. P. Shukla (DIN: 00379050), Independent Director of the Company for a term of 5 years w.e.f. 1st April, 2014.

All Independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the companies Act, 2013 and clause 49 of the Listing Agreement and forms part of this report. In the opinion of the Board they fulfill the criteria on Independency. Terms and conditions of appointment of Independent Directors can be viewed at the company's website www.availablefinance.in

In accordance with the provisions of Section 152 of the companies Act 2013 read with relevant provisions of Articles of Association of the company there are none of any directors is liable to retire by rotation.

CS Murtaza Chechatwala, a whole time Company Secretary, and Mr. Rakesh Sahu, Chief Financial Officer of the company are designated as key managerial personnel of the company w.e.f. 1st April, 2014 as per the provisions of section 203 of the Companies Act, 2013.

11. EXPLANATION TO OBSERVATION OF STATUTORY & SECRETARIAL AUDIT AS PER U/S 134f(3) (f) OF THE COMPANIES ACT. 2013.

(i) The Notes to the Accounts referred in Auditor Report are self explanatory and do not call any further comments.

(ii) The Secretarial Audit Report does not contain any material qualification, reservations or adverse remark except the requirement of Clause 41 (I)(h) of the Listing Agreement.

The Board has clarified the above said matter as per explanation given by our statutory auditor, Peer Review Board of Institute of Chartered Accountants of India has now carrying on Second Cycle of Peer Review and selected our statutory auditor firm now to be Peer Reviewed for II Stage and the same is under process. The Peer Review certificate for 1st Stage is already been furnished. The Peer Review Certificate for II Stage will be soon provided.

The Secretarial Audit Report for the year 2014-15 is provided in ANNEXURE-V

12. MATERIAL CHANGES

There are no material changes affecting the financial position of the company which occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

13. RISK MANAGEMENT POLICY.

The company has constituted Risk Management Committee and the policy is disclosed on the website of the company www. availablefinance. in.

14. EVALUATION OF BOARD

The performance of the Board, its committee and individual directors are evaluated by no. of meeting held, time spent in each meeting deliberating the issues, quality of information/data provided to the member, the time given to them to study the details before each meeting, quality of deliberation in each meeting, contribution of each director, the details of decision taken and measures adopted in implementing the decision and feed back to the Board.

15. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the provisions of section 177 of Companies Act, 2013 and other provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges.

(a) Nomination and Remuneration Committee,

(b) Audit Committee

(c) Stakeholders' Relationship Committee,

(d) Risk Management Committee;

The details of the composition of the audit committee and other committees and their respective terms of reference are included in the corporate Governance report forming part of this annual report. The Audit Committee and other Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the board.

16. DEPOSITS

The Company is a non-deposit taking category-B NBFC Company and it has neither invited nor accepted any deposits or any public deposits during the year within the meaning of under Section 73 of

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 22nd Annual Report together with the audited financial results for the period ended on 31st March, 2014.

FINANCIAL RESULTS Rs. in Lakhs

Particulars 2013-14 2012-13

Income 150.79 180.27

Profit Before Taxation 38.69 72.04

Less: Provision for Tax 11.19 22.00

Less: Income Tax Earlier Year -00.61 ---

Less: Provision for Deferred Income Tax 0.05 0.31

Profit for the year 28.06 49.73

EPS 0.27 0.49

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DIRECTORS

As per the provision the Companies Act, 2013 and Articles of Association of the Company, Mr. Sudama Tiwari, the Director of the Company retires by Rotation and being eligible, offer himself for reappointment.

As per the requirement of Provision of the section, 149 of the Companies Act, 2013, Mrs. Neelam Sharma is appointed as an additional Director w.e.f. 24th July, 2014 to hold the office of the Director till the date of the forthcoming annual general meeting and with the approval of the members of the company at forthcoming annual general meeting granted for appointment of Mrs. Neelam Sharma, as Non Executive Director of the Company for a period of 2 years w.e.f. 24th July, 2014.

As per the Provision of the section, 149 of the Companies Act, 2013, your Directors are seeking appointment of Mr. Y.N. Shukla and Mr. Sudama Tiwari as independent Directors for five consecutive years for a term upto 31st March, 2019.

Except the above there is no change in the board of directors of the company.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet.

AUDITORS & AUDITORS'' REPORT

The Auditor''s Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that: (i) In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

(ii) The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2013-14 and of the profit of the company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Place: Mumbai For and on Behalf of the Board Date: 24/07/2014

Sd/- Sd/- Sudama Tiwari Rajendra Sharma Director Director DIN-01103738 DIN-00981139

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Mar 31, 2013

The directors have pleasure in presenting the 21st Annual Report together with the audited financial results for the period ended on 31st March, 2013.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2013 31.03.2012

Income 180.27 158.34

Profit Before Taxation 72.04 52.38

Less: Provision for Tax 22.00 14.44

Less: Income Tax Earlier Year

Less: Provision for Deferred Income Tax 0.31 0.63

Profit fortheyear 49.73 37.31

EPS 0.49 0.37

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non- Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet.

AUDITORS & AUDITORS REPORT

The Auditor''s Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCKEXCHANGES

The company is listed with the Bombay Stock Exchange Ltd., Mumbai PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provision of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amendedis furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and being eligible and offers himself for re-appointment. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Account of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 2012-2013 and of the profit of the company for that period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions o the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detacting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

YourDirectors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 27/0512013 Ajay Mittal

Chairman

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Mar 31, 2012

The directors have pleasure in presenting the 20th Annual Report together with the audited financial results for the period ended on 31st March, 2012.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2012 31.03.2011

Income 158.34 76.60

Profit Before Taxation 52.38 45.87

Less: Provision for Tax 14.44 12.92

Less: Income Tax Earlier Year - (1.35)

Less: Provision for Deferred Income Tax 0.63 0.72

Profit for the year 37.31 33.59

EPS 0.39 0.36

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS. 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet

AUDITORS & AUDITORS' REPORT

The Auditor's Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment CONSERVATION OF ENERGY. TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCKEXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Rajendra Sharma is retiring director by rotation and being eligible and offers himself for re-appointment. DIRCTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2011 -12 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 24/08/2012 Ajay Mittal

Chairman

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Mar 31, 2010

The directors have pleasure in presenting the 18th Annual Report together with the audited financial results for the period ended on 31 st March, 2010.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2010 31.03.2009

Income 53.57 59.06

Profit/(-)Loss Before Taxation 46.75 47.48

Provision for Tax 14.90 10.93

Profit for the year 30.04 36.54

EPS 0.32 0.39

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year. DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NQRMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non- Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh

Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2009-10 and of the profit of the company for that period.

3. The directors have taken proper and j 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express then- appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.



For and on Behalf of the Board of Directors



Sd/-

Place: Mumbai Mahesh Garg

Date: 06th July 2010 Chairman

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Mar 31, 2004

The directors have pleasure in presenting the 12th Annual Report together with the audited Financial results for the period ended on 31st March, 2004.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2004 31.03.2003

Income from Operation 28.17 75.06

Profit/(-)Loss Before Taxation 17.65 66.20

Provision for Tax 7.98 10.50

Profit for the year 9.67 55.70

Net Profit /(-) Loss 9.67 55.70

EPS 0.10 0.60

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange and The Stock Exchange, Mumbai.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Rajendra Sharma, Director is retiring director by rotation and being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2003-04 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg Director

Place: Mumbai Date : 28th June 2004

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Mar 31, 2003

Your directors have pleasure in presenting the 11th Annual Report together with the audited Financial results for the period ended on 31st March, 2003.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2003 31.03.2002

Sales & Other Income 150.15 24.52

Profit/(-)Loss Before Taxation 66.20 14.52

Provision for Tax 10.50 1.11

Profit for the year 55.70 13.41

Prior Years Adjustments (Net) - 0.07

Net Profit/(-) Loss 55.70 13.34

EPS 0.60 0.21

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by rotation and being eligible and offers himself for re-appointment.Mr. A.R.Sahu resigned from the Board and in place Mr. Sudama Tiwari appointed as an ordinary director. Except this there is no other change in the constitution of Board of Directors of the Company.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2002-03 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg Director

Place: Mumbai Date: 19 August 2003

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Mar 31, 2002

The directors have pleasure in presenting the 10th Annual Report together with the audited Financial results for the period ended on 31st March, 2002.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2002 31.03.2001

Sales & Other Income 23.29 44.49

Profit/(-)Loss Before Taxation 14.52 21.73

Provision for Tax 1.11 1.84

Profit for the year 13.41 19.89

Prior Years Adjustments (Net) 0.07 0.41

Net Profit/(-) Loss 13.34 19.48

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed ,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr.Mahesh Garg, Director is retiring director by rotation and being eligible and offer himself for re-appointment.

Mr. Rajendra Sharma appointed as additional director and being eligible and offer himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act. 1956 , your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2001-02 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anand Roop Sahu Director

Place: Indore Date : 12.08.2002

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Mar 31, 2001

The directors have pleasure in presenting the 9th Annual Report together with the audited Financial results for the period ended on 31st March, 2001.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2001 31.03.2000

Sales & Other Income 44.49 81.83

Profit/(-)Loss Before Taxation 21.73 (-) 1.50

Provision for Tax 1.84 0.98

Profit for the year 19.89 0.52

Prior Years Adjustments 0.41 0.96

Net Profit /(-) Loss 19.48 (-) 0.44

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering inadequate profit during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment.

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

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed ,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by rotation and being eligible and offer himself for re-appointment.

CORPORATE GOVERNANCE

In term of listing agreement with stock exchanges, the company is required to comply with the corporate Governance provisions by 2001-2002. The company has already taken steps towards complying with the requirements.

AUDIT COMMITTEE

The Board constituted an audit committee as required U/s.292A of the Companies Act, 1956. Mr. Mahesh Garg, Mr. A.R. Sahu and Y.P. Shukla , Directors of the company, have been appointed as the members of the Audit Committee.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices 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 affair of the company at the end of the financial year 2000-01 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anandroop Sahu Director.

Place : Indore Date : 24.08.2001

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Mar 31, 2000

The directors have pleasure in presenting the 8th Annual Report together with the audited Financial results for the period ended on 31st March, 2000.

FINANCIAL PERFORMANCE

Particulars 31.03.2000 31.03.1999

Sales & Other Income 81.83 83.96

Loss Before Taxtion - 1.50 - 53.85

Provision for Tax 0.98 0.00

Profit for the year 0.52 - 53.85

Prior Years Adjustments (Net) 0.96 0.00

Net Loss - 0.44 - 53.85

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering loss during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under rivew.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and are recommended for reappointment.

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

Particulars under Companies (Discloser of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earning and out go during the year.

DIRECTORS AND CHANGE IN MANAGEMENT

During the year Management of the company have been changed under SEBI (Substential acquitation of shares & Takeover)Regulations,1997.According]y, Mr. Narendra Kumar Gangwal, Managing Director Mrs. Chandrikdevi Gangwal, Director resigned from the Board and New Management consisting of Mr. Mahesh Garg and Y.P. Shukala have been appointed.

Your company wishes to place on record its sincere appreciation and thanks to retiring Directors for their valuable contribution during their term in office.

Mr. Anand Roop Sahu is a retiring director by rotation and being offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors Anandroop Sahu Director.

Place: Indore Date : 18.08.2000