Directors Report of B P Capital Ltd.

Mar 31, 2024

Your Directors are delighted to present the 31^st Annual Report of your Company together with the Audited Annual
Accounts for the financial year ended 31^st March, 2024.

1. Financial Results

The Financial Performance of your Company for the year ended March 31,2024 is summarized below

Particulars	Financial	Year ended
	31st March, 2024	31st March, 2023
Total Income	-	-
Total Expenditure	14,156.00	1,4051.15
Profit before tax	(14,156.00)	(14051.15)
Provision for tax	-	-
Deferred Tax Liabilities	-	-
Profit after Tax	(14,156.00)	(14,051.15)
Balance Profit/(Loss) of current year	(14,156.00)	(14,051.15)
Profit/(Loss) b/f of previous year	(1,21,102.70)	(1,07,051.55)
Balance of Profit/(Loss) carried to Balance Sheet	(1,35,258.70)	(1,21,102.70)
Paid-up Share Capital	6,01,180.00	6,01,180.00

2. Dividend

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on
equity shares for the year under review.

3. Reserves

In view oflosses incurred by the Company, no amount is proposed to be transferred to Reserves for the year
under review.

4. Brief description of the Company''s working during the year:

A. Review of Operations

During the year under review total revenue of the Company was Rs. NIL as against Rs. NIL in the previous
year. The company incurred a net loss (beforetax) of Rs. 14,15,600/- .against a net loss (before tax)of
Rs.14,05,115/- during the previous year. Your Directors are putting in their best efforts to improve the
profitability of the Company.

B. Future Prospects

Your company had made an application to RBI to voluntary surrender its Certificate of Registration with RBI so
as to discontinue its NBFC activities. Pursuant to the aforesaid application sent by the company to the RBI, the
RBI vide its order dated 06.10.2016 had cancelled the Certificate of Registration of the Company. Thereafter,
the company was in the process of merger with Diamond Footcare Udyog Pvt. Ltd. The Management of both
the companies had decided to implement the plan of merger of the companies and transfer the Footwear
business of Diamond Footcare Udyog Pvt. Ltd. to B. P. Capital Ltd. as a going concern along with its brand and
goodwill. However, the Transferor Company ie, Diamond Footcare Udyog Private Limited had filed an
application for withdrawal of the Scheme of merger between Diamond Footcare Udyog Private Limited and B.P.
Capital Limited and the same had been allowed by the Hon’ble NCLT, Chandigarh Bench vide its order dated
August 28, 2019 and the merger petition was dismissed as withdrawn.

The management of the company is now exploring the possibilities of starting a new business and is putting
necessary efforts in this respect so that the operations of the company can be started again.The management
firmly believes that the company would be able to restart its business operations and is of the opinion that the
new deals would be finalized soon.

5. Change in the nature of business, if any

During the year under review, there is no change in the nature of business of the company.

6. Material changes and commitments, if 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 are no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and the
date of the report.

7. Details of 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 year, there is no significant and material order passed by the Regulators or Courts or Tribunals
which impact the going concern status and company’s operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no company has become
or ceased as Subsidiary/Joint-venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies
included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company
has no subsidiary company.

11. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The
details relating to deposits, covered under Chapter V of the Act is as under-

(a)		accepted during the year	Rs Nil
(b)		remained unpaid or unclaimed as at the end of the year	Rs Nil
(c)		whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such c ases and the total amount involved	No
	(i)	at the beginning of the year	Rs Nil
	(ii)	maximum during the year	Rs Nil
	(iii)	at the end of the year	Rs Nil

12. Auditors

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co., (Firm’s Registration No. 010192N), Chartered Accountants, Delhi were
appointed as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of
26^th Annual General Meeting until the conclusion of 31^stAnnual General Meeting of the Companyin the Annual
General Meeting held on 30^th September, 2019.

The first term of of M/s. Nemani Garg Agarwal & Co., Chartered Accountants expire at the ensuing Annual
General Meeting. The Board of Directors of the company at their meeting held on 02.09.2024, upon the
recommendation of the Audit Committee have proposed and recommended the reappointment of M/s. Nemani
Garg Agarwal & Co., Chartered Accountants as the Statutory Auditors of the company for a second term of Five
(05) years, i.e. from the conclusion of this 31^st Annual General Meeting till the conclusion of 36^th Annual General
Meeting to be held in the year 2029.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants are eligible for re-appointment for a further period of 5
years. M/s. Nemani Garg Agarwal & Co., Chartered Accountants have given their consent for their re¬
appointment as Statutory Auditors of the Company and has issued certificate confirming that their re¬
appointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Companies
Act, 2013 (''the Act'') and the rules made thereunder.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants have confirmed that they are eligible for the proposed
appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.
As confirmed to Audit Committee, the Auditors have reported their independence from the Company according
to the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') and the ethical
requirements relevant to audit.

Based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to re¬
appoint M/s. Nemani Garg Agarwal & Co., Chartered Accountants, having Firm Registration Number:
000978N/N500062, as the Statutory Auditors of the Company for the second term of 05 (Five) consecutive
years, who shall hold office from the conclusion of this 31^st AGM till the conclusion of the 36^th AGM of the
Company.

The Board of Directors has approved a remuneration of Rs. 27,500/- per annum for conducting the audit. The
firm holds the ‘Peer Review’ certificate as issued by ‘ICAI’.

A brief profile of M/s. Nemani Garg Agarwal & Co. is as under:

M/s. Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive
professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services,
Manpower Management, Secretarial Services etc.

M/s. Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguishedhartered
Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of
specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those
associated with the firm have regular interaction with industry and other professionals which enables the firm to
keep pace with contemporary developments and to meet the needs of its clients.

Auditors'' Report

The comments on statement of accounts referred to in the report of the Auditors are self explanatory. Auditor
Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed
M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for
the F.Y. 2023-24.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed
entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial
Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars / guidelines
and provided their report. The Secretarial Auditors vide their Secretarial Compliance Report& Secretarial Audit
Report dated 27^thMay, 2024 & 10^th August, 2024 respectively, have reported that your company has
maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued
thereunder.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditorsin its
Reports except the following observation:

• The Company has defaulted in payment of Annual Listing Fees to BSE for the financial years 2022-23 &
2023-24.BSE has suspended the trading of the scrip of the company on BSE’s web portal due to non¬
payment of annual listing fees w.e.f. 17th May, 2023. However, BSE pursuant to its notice no. 20210219¬
31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on
the first trading day ofevery week till the company makes payment of outstanding ALF to the Exchange.

• The company has been marked under the Graded Surveillance Measure (GSM) Stage 0 by the Bombay
Stock Exchange.

• The Calcutta Stock Exchange Limited (CSE) has pursuant to SEBI CIR. NO.
SEBI/HO/CFD/DCR/CIR/P/2016/81 dated 07th September, 2016 taken action against the company and
suspended the trading of scrip of the company due to non-payment of its annual listing fees and further
freezed the demat accounts of Mr. Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company,
Mr Rachit Garg, (DIN: 07574194), Non-Executive Director of the Company and Mr Amit Kumar, DiN:
02546958), erstwhile Non-Executive Director of the Company.

Our Explanation to Secretarial Auditor''s observation:

• Due to paucity of funds the Annual Listing Fees to BSE could not be paid. The Company is trying its level

best to arrange funds & is expected to pay the fees in very near future.

• In the absence of any operations during the year under review, there is a decline in the operating activities
of the company. The management of the company is exploring the market and business opportunities and
is putting necessary efforts in this respect so that the operations of the company can be started again

and the financial position & net worth of the company could be improved.

• The SEBI’s Circular no. SEBI/HO/CFD/DCR/CIR/P/2016/81 dated September 07, 2016 is not applicable to

the company as it imposes restrictions on Promoters and Whole Time Directors of only those companies
which have been compulsorily delisted by the Stock Exchange as per SEBI (Delisting of Equity Shares)
Regulations, 2009. Since no orders for delisting of securities of our company has been passed by any of
the Exchange , freezing the demat accounts of the Mr Aditya Aggarwal, Managing Director of the

Company and other Non Executive Directors of the company, i.e., Mr Rachit Garg, Director of the

Company and Mr. Amit Kumar, erstwhile Non-Executive Director of the company is arbitrary and illegal and
deserves to be recalled. The management of the company has sent a representation to the Calcutta Stock
Exchange in this regard and has requested to recall its order / notification dated January 3, 2023
addressed to National Securities Depositories Ltd. & Central Securities Depositories Ltd. immediately and
de-freeze the demat accounts.of the Directors and the response of CSE is still awaited.

The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries
confirming that none of the Directors on the Board of the Company has been debarred or disqualified from
being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/
Ministry of Corporate Affairs or any such Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding
disqualification of Directors for the F. Y. 2023-24 is provided as (“Annexure-1(A), 1(B) & 1(C)”) respectively.

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the
Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2023-24.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its
business. All the transactions entered into by the Company are duly authorized and recorded correctly. All
operating parameters are monitored and controlled. The top management and the Audit Committee of the
Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

13. Share Capital

A	Issue of equity shares through Preferential Allotment	During the year, company has not issued any equity shares through Preferential Allotment.
B	Issue of sweat equity shares	During the year, company has not issued any Sweat equity shares.
C	Issue of employee stock options	During the year, company has not issued employee stock options.
D	Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees	Rs Nil
E	Bonus Shares	No bonus shares were issued during the year under review.
F	Issue of equity shares with differential rights	During the year, company has not issued any equity shares with differential rights

Details of Utilisation of funds raised through preferential allotment

The funds of Rs. 3.00 Crores infused through allotment of 30,00,000 Equity Shares of face value of Rs. 10/-
each pursuant to conversion of 30,00,000 Fully Convertible Warrants (‘Warrants’), issued on October 22, 2021
at an issue price of Rs. 10/- each, by way of preferential allotment, to the persons belonging to ‘Non-Promoter’
category, have been fully utilized for the objects and the purpose they have beenraised i.e.towards capital
expenditure purpose.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of
Section 92 of the Companies Act 2013 is placed at the Company’s website under the web link:
https://bpcapital.in/pdfs/mgt9-23-24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7,
is available on the website of the Company at the link: https://bpcapital. i n/pdfs/aretu rn23-24.pdf

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A) Conservation of energy

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company
since it doesn’t own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the
Company’s commitment towards becoming an environment friendly organization. The Company makes all
efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible,
company is utilizing alternate sources of energy.

(B)Technology absorption

The business of the company is not technology driven. No technology has been imported. There is nothing to
be disclosed on account of technology absorption.

i C) Foreign exchange earnings and Outgo during the year:

	s
Foreign Exchange Earned in terms of actual inflows	Nil
Foreign Exchange outgo in terms of actual outflows	Nil

16. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not
applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel
Director Liable to Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Rachit Garg (DIN: 07574194), Director of
the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.
Considering the vast experience of Mr.Rachit Garg, the Board is of the opinion that his reappointment will
immensely benefit your Company. The Board recommends his reappointment as a Director of the Company,
liable to retire by rotation.

Brief profile of Mr. Rachit Garg:

Mr. Rachit Garg is an MBA Finance & Marketing from UP Technical University, Meerut apart from being a
Commerce graduate from Chaudhary Charan Singh University, Meerut. He has a rich experience of over 10
years in legal, Accounts & Finance. He had earlier worked with Geiper Consulting Pvt Ltd. In the Accounts and
Finance Department and he specializes in marketing of financial products.

Mr. Rachit Gargholds 10 equity shares of the Company. He does not have any relationship with any of the
existing directors and Key Managerial Personnel.

Apart from B. P. Capital Limited, Mr. Rachit Garg holds directorship and membership of the Committees of the
follwoing public limited companies:

Name of the Company	Designation	Details of Committee Membership/Chairpersonship
MPS INFOTECNICS LIMITED	Director	Nomination and Remuneration Committee -Member Stakeholders Relationship Committee- Chairperson
ONUS PLANTATIONS AND AGRO LIMITED	Director	N.A.
ONSHORE SHIPPING LIMITED.	Director	N.A.
ESHOPPERS INDIA LIMITED	Director	N.A.
SATURN INFOCOM LIMITED	Director	N.A.

Details of listed companies in which Mr. Rachit Garg resigned in the past three years - NIL

After the year under review, Mr Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company resigns
from the post of Director and Managing Director w.e.f. 02.09.2024 and Mr. Peeyush Kumar Aggarwal (DIN:
00090423) was appointed as the Additional Director and Managing Director of the Company w.e.f 02.09.2024
subject to the approval of the shareholders at the ensuing Annual General Meeting.

B) Shareholding of Directors

As on 31^st March, 2024, Mr Aditya Aggarwal*, Managing Director of the Company holds 15,000 equity shares
and Mr. Ajay Sharma & Mr. Rachit Garg, Directors of the company holds 10 equity shares of the company
each. Apart from the above, none of the Directors hold any shares in the Company.

*Mr Aditya Aggarwal, (DIN: 08982957), Managing Director of the Company resigns from the post of Director
and Managing Director w.e.f. 02.09.2024

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company
has requisite number of Independent Directors on its Board. Your Company has duly complied with the
requirements of the said provisions for appointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under
Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as prescribed
under the aforesaid Section and Regulation.

D. Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and Individual Directors including the Chairman of the Board. Structured
questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non
- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board
and its Committees with the Company.

18. Number of meetings of the Board of Directors

Six meetings of the Board of Directors were held during the year on 29.05.2023, 12.08.2023, 29.08.2023,
09.11.2023, 12.02.2024, 30.03.2024.

One separate meeting of Independent Directors of the Company was held on 26.03.2024.

19. Committees of the Board

The details of committees constituted by the Board as per the requirement of Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 are:

* Audit Committee

* Stakeholders’ Relationship Committee

* Nomination and Remuneration Committee

As per the provisions of SEBI (Listing Obligation and Disclosure Requirments), 2015 the Risk Management
Committee was not applicable to the company and therefore the Board decided to dissolve the same.

Details of the said Committees alongwith their charters, compositions and meetings held during the year are
provided in the Report of Corporate Governance as a part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the Audit
Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual
evaluation needs to be made by the Board of its own performance and that of its Committees and individual
directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board
evaluation comprising various aspects of Board function.

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of committees, effectiveness of Committee
meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per
“Annexure-2”) formulated by the Nomination and Remuneration Committee and approved by the Board to
evaluate the performance of the Board and its Committees.

In a separate meeting of Independent Directors held on 26.03.2024, performance of non-Independent Directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the Independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.

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

Performance evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have
been suggested to improve and strengthen the effectiveness of the Board and its Committees.

21. Policy on Directors'' Appointment and Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31, 2024,
the Board consisted of 4 members and out of which 1 is an Executive Director, 2 are Independent Directors
including 1 Woman Director and 1 is a Non Executive Director.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3)
of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as “Annexure - 3” to the Board
Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a
mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a
continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees to
report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or
violation of the Company’s code of conduct policy and provides safeguards against victimization of employees
who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said
policy has been uploaded on the website of the company. The same can be accessed at the link
http://www.bpcapital.in/investor.html. None of the personnel has been denied access to the Audit Committee.

24. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at
the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule
V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

25. Contracts and arrangements with related parties

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
http://www.bpcapital.in/pdfs/Related Party Transaction.pdf Pursuant to Section 134(3)(h) of the Companies
Act, 2013 and Rules made there under, particulars of transactions with related parties as required under section
188(1) of the Companies Act, 2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as
“Annexure-4”. The details of the transactions with related parties are provided in Notes to Financial
Statements.

26. Corporate Governance

Your Company has been benchmarking itself with well established Corporate Governance practices besides
strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the
SEBIunder sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time
to time.

A separate “Report on Corporate Governance” together with requisite certificate obtained from Statutory
Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

27. Directors'' Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable
accounting standards had been followed and no material departures have been made 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
the company at the end of the financial year i.e. on 31^st March, 2024 and of the profit or loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act 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 had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and operating efficiently; and

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

28. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60
Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a
month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules,
2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed herewith as “Annexure - 5”.

During the year under review, none of the Directors of the Company has received remuneration from the
Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on March 29,
2024 has affirmed that the remuneration paid to the Senior Management Employee/KMPs is as per the
remuneration policy of the Company.

29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual
harassment during the year under review.

30. Human Resources

Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of the
employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the
Company, employees are motivated through various skill development programs. We create effective dialogue
through our communication channels to ensure effective dialogue through our communication channels to
ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people attention are currently underway. Your Company thrust is on
the promotion of talent internally through job rotation and job enlargement.

31. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the
requirement for providing the details relating to material variation is not applicable to the Company for the year
under review.

32. Details of the difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from banks or financial institutions along with the reasons theerof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2023¬
24 and accordingly no question arises for any difference between the amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the
year under review.

33. Segment-wise performance

The Company is into single reportable segment only.

34. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review for
the year ended March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

35. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange
Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support
and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward
for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from
banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

For and on Behalf of the Board of
B. P. Capital Limited

Sd/- Sd/-

Date: 02^nd September, 2024 Peeyush Kumar Aggarwal Rachit Garg

Place: Haryana Managing Director Director

(DIN: 00090423) (DIN: 07574194

---

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 22nd Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31, 2015 is summarized below (Amount in Rs. Thousand's)

Financial Year ended

Particu|ars 31st March, 31st March, 2015 2014

Total Income 1187 2353

Total Expenditure 1142 2318

Profit before tax 45 35

Provision for tax 18 16

Deferred Tax Liabilities (Assets) (18) (5)

Short Provision of tax of earlier 1 1 years

Profit after Tax 44 23

Transfer to Reserve Fund 9 5

Balance Profit/(Loss) of current year 35 18

Profit/(Loss) b/f of previous year 1606 (1624)

Balance of Profit/(Loss) carried to 1634 (1606) Balance Sheet

Paid-up Share Capital 30118 30118

Reserves and Surplus 171 163

Reserve Fund (as per section 45-IC of the RBI Act)

2. Dividend

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

3. Brief description of the Company's working during the year:

A. Review of Operations

During the year under review total revenue of the Company was Rs. 11,86,999/- as against Rs. Rs. 23,53,418/- in the previous year. The company earned a net profit (before tax ) of Rs. 45,319/- against a net profit (before tax )of Rs. 35,548/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

B. Future Prospects

Your Company being an investment Company seeks opportunities in the capital market. The volatility in the stock indices in the financial year under report represents both an opportunity and challenge for the Company. The business of your company is affected by the sentiments prevailing in the stock markets. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if 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

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

Change In Control

On May 26, 2015, the sole promoter of the Company, Mr. Peeyush Kumar Aggarwal has entered into a Share Purchase Agreement ("SPA") with M/s Symbolic Inframart Pvt Ltd, a company incorporated under the Companies Act, 1956 for the sale of his entire shareholding constituting 4,24,400 equity shares of the face value of Rs. 10/- each representing 14.09% of the paid up share capital of the Company at a price of Rs. 10/- per share alongwith the complete change in control to M/s Symbolic Inframart Pvt Ltd,

Pursuant to the above SPA, the Acquirer is in the process of coming out with an Open Offer to the shareholders of the Company.

7. Details of 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 year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements :

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Deposits :

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year Rs Nil

(b) remained unpaid or unclaimed as at the end of Rs Nil the year

(c) whether there has been any default in No repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year Rs Nil

(ii) maximum during the year Rs Nil

(iii] at the end of the year Rs Nil

12. Auditors:

M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), will hold office until the conclusion of the 22nd Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of ensuing Annual General Meeting till the conclusion of 27th Annual General Meeting subject to ratification by shareholders at each Annual General Meeting.

13. Auditors' Report:

The Auditor report does not contain any qualification, reservation or adverse remark.

14. Share Capital :

A Issue of equity shares with During the year, company has not differential rights: issued any equity shares with differential rights.

B Issue of sweat equity shares During the year, company has not issue any Sweat equity shares.

C Issue of employee stock options During the year, company has not issued employee stock options.

D Provision of money by company for Rs Nil purchase of its own shares by employees or by trustees for the benefit of employees

E Bonus Shares No bonus shares were issued during the year under review.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT-9 is annexed herewith (Annexure 1.).

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo :

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesn't own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Company's commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Rs

Foreign Exchange Earned in terms of actual inflows Nil

Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR) :

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment

During the year under review, Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 30th May, 2014 and his appointment was regularized as an Independent Director for five consecutive years in the AGM held on 30/09/2014,

Mr. Sachin Garg, was appointed as an Additional Director of the Company with effect from 13th August, 2014 and his appointment was regularized as a Director of the Company whose term of office is liable to determination by retirement of rotation in the AGM held on 30/09/2014. Further he was also appointed as the Managing Director of the Company for a period of five years whose term of office is liable to determination by retirement of Directors by rotation in the AGM held on 30/09/2014.

Mrs. Madhu Sharma was appointed as an Independent Woman Director for a term of five years from the date of her appointment in the AGM held on 30/09/2014 pursuant to the provisions of Section 149 of the Companies Act, 2013.

In the Board Meeting held on 02/09/2014, Mr. Shatrughan Sahu was appointed as Chief Financial Officer and Key Managerial Personnel of the Company.

Cessation

Mr. Adesh Kumar Jain, Independent Director of the Company resigned from the Board with effect from 30th May, 2014.

The Board places on records its deep appreciation for the valuable contribution made by Mr. Adesh Kumar Jain during his association with the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sachin Garg, Managing Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re- appointment.

Considering the background and experience of Mr. Sachin Garg, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment.

Brief resume of the Mr. Sachin Garg, Managing Director of the Company who is proposed to be re-appointed is mentioned hereinbelow:

Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of more than 7 years. He has significant expertise in Corporate Laws, Audit, Finance & Taxation, Capital Markets, Project Management etc. He has always demonstrated a certain dynamism and foresight seen in the most pragmatic of professional.

Details of his other Directorships and Committee Memberships are as follows:

Sl. No. Directorships in other Public Committee Membership/ Companies Chairmanship

1 Advik Laboratories Limited * Audit Committee Member

* Nomination and Remuneration Member Committee

* Stakeholders Relationship Member Committee

* Risk Mangement Member Committee

2 Onus Plantations and Agro Limited Nil Nil

3. Onshore Shipping Limited Nil Nil

Mr. Sachin Garg has no interest, directly or indirectly, in the capital of the Company and is not related to any of the Directors or the Promoters of the Company.

B. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(II)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

C Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors :

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board :

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

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

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

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

22. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 5 members and only 1 (One) is an Executive Director, 3 are Independent Directors including 1 Woman Director and 1 (one) is a Non Executive Promoter Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 2 to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.bpcapital.in/investor.html

23. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loan given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties

During the year under review, no contracts/arrangements/transactions, has been entered by the company with related parties.

However, as a matter of Company's policy, all contracts/arrangements/transactions, if any, which will be entered by the company with related parties would be in the ordinary course of business and on an arm's length basis and details and prescribed particulars of all such transactions (if any), will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 3

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

28. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made 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 the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

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

29. Particulars Of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 4.

30. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder.

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. RBI Guidelines

As a Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI Laws and regulations and employs its best efforts towards achieving the same.

33. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

For and on Behalf of the Board

Sd/- Date : 3rd September, 2015 Peeyush Kumar Aggarwal Place: New Delhi Chairman

---

Mar 31, 2014

Dear Members,

The Directors are delighted to present the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2014 is summarized below (Amount in Rs. 000''s)

Financial Year ended

Particulars 31st March, 31st March, 2014 2013

Total Income 2353 774

Total Expenditure 2318 740

Profit before tax 35 33

Provision for tax 16 15

Deferred Tax Liabilities (Assets) (5) (5)

Short Provision of tax of earlier years 1 -

Profit after Tax 23 23

Transfer to Reserve Fund 5 5

Balance Profit/(Loss) of current year 18 18

Profit/(Loss) b/f of previous year (1624) (1642)

Balance of Profit/(Loss) carried to Balance Sheet (1606) (1624)

Paid-up Share Capital 30118 30118

Reserves and Surplus 163 158 Reserve Fund (as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 23,53,428/- as against Rs. Rs. 7,73,774/- in the previous year. The company earned a net profit (before tax )of Rs. 35,548/- against a net profit (before tax )of Rs. 33,298/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company being an investment Company seeks opportunities in the capital market. The volatility in the stock indices in the financial year under report represents both an opportunity and challenge for the Company. The business of your company is affected by the sentiments prevailing in the stock markets. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

There is no change in Board of Director of the Company during the year under review.

However, after the year under review, Mr. Adesh Kumar Jain, Independent Director of the Company resigned from the Board with effect from 30th May, 2014.

Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 30th May, 2014. As per Section 161(1) of the Companies Act, 2013, Mr. Brahm Dutt Sharma will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Brahm Dutt Sharma as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

Mr. Sachin Garg, was appointed as an Additional Director of the Company with effect from 13th August, 2014. As per Section 161(1) of the Companies Act, 2013. Mr. Brahm Dutt Sharma and Mr. Sachin Garg will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Sachin Garg as a Director of the Company, liable to retire by rotation and Mr. Brahm Dutt Sharma as an Independent Director of the Company for a term of five years forms part of the notice calling the AGM.

In order to meet the requirements of Section 203 of the Companies Act, 2013, the Board of Directors of the Company has also proposed to appoint Mr. Sachin Garg as a Managing Director of the Company for a period of five years whose term of office is liable to determination by retire of Directors by rotation. Appropriate resolution seeking your approval for the above appointment of Mr. Sachin Garg as a Managing Director of the Company, liable to retire by rotation, forms part of the notice calling the AGM.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014 and Rules framed thereunder, every listed public company is required to have atleast one Woman Director. The Board has recommended the appointment of Ms. Madhu Sharma as an Independent Woman Director for a term of five years from the date of her appointment Mr. Peeyush Kumar Aggarwal, Director of the Company, retires by rotation at the forthcoming AGM, offers himself for re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Karan Bhatia and Mr. Braham Dutt Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for a consecutive 5 years from the date of this AGM.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forming part of this Annual Report.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Name of Director Director Identification Number

Mr. Peeyush Kumar Aggarwal 0090423

Mr. Sachin Garg 03320351

Mr. Karan Bhatia 00507412

Mr. Brahm Dutt Sharma 02157681

DIRECTOR''S RESPONSIBILILY 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:

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

II. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of Financial Year as on 31st March, 2014 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Directors had prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

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

AUDITORS

M/s. RMA & Associates, Chartered Accountants, New Delhi ,the Statutory Auditors of the Company (Registration No. 000978N), retires as the Auditors at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting .

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.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 st March, 2014 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING AT BSE

To provide an opportunity to trade and to provide liquidity in its shares to its equity shareholders, the Company has also applied to Bombay Stock Exchange Limited for getting its shares listed at the aforesaid Exchange under the Direct Listing Scheme formulated by BSE during the year under review.

In this regard, your Directors are pleased to inform you that your Company had obtained the listing approval of its equity shares from Bombay Stock Exchange Limited. The equity shares of your Company are now also listed at Bombay Stock Exchange Limited w.e.f 27™ December, 2013 apart from Delhi Stock Exchange Limited and Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

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

Sd/- Peeyush Kumar Aggarwal Chairman Place : New Delhi Date : 02nd September, 2014

---

Mar 31, 2013

Dear Members,

The Directors are delighted to present the 20th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2013 is summarized below

(Amount in Rs. 000''s)

Financial Year ended Particulars 31st March, 2013 31st March, 2012

Total Income 774 451

Total Expenditure 740 437

Profit before tax 33 14

Provision for tax 15 9

Deferred Tax Liabilities (Assets) (5) (4)

Short Provision of tax of earlier years

Profit after Tax 23 10

Transfer to Reserve Fund 46 19

Balance Profit/(Loss) of current year 18.4 7.7

Profit/(Loss) b/f of previous year (1642) (1650)

Balance of Profit/(Loss) carried to Balance Sheet (1624) (1642)

Paid-up Share Capital 30118 30118

Reserves and Surplus 158 153

Reserve Fund (as per section 45-IC of the RBI Act)







REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 7,73,774/- as against Rs. 4,51,450/- in the previous year. The company earned a net profit (before tax )of Rs. 33,298/- against a net profit (before tax )of Rs. 13,954/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Karan Bhatia, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY 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:

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of Financial Year as on 31st March, 2013 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv . the Directors had prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

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

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING AT BSE

To provide an opportunity to trade and to provide liquidity in its shares to its equity shareholders, the Company has also applied to Bombay Stock Exchange Limited for getting its shares listed at the aforesaid Exchange under the Direct Listing Scheme formulated by BSE during the year under review

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

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

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 02nd September, 2013

---

Mar 31, 2012

Dear Members

The Directors are delighted to present the 19th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2012 is summarized below

(Amount in Rs. 000''s) Financial Year ended Particulars 31st March, 2012 31st March, 2011

Total Income 451 458

Total Expenditure 437 445

Profit before tax 14 13

Provision for tax

Deferred Tax Liabilities (Assets) (4) (4)

Short Provision of tax of earlier years

Profit after Tax 10 9

Transfer to Reserve Fund 1.9 1.7

Balance Profit/(Loss) of current year 7.7

Profit/(Loss) b/f of previous year (1650) (1657)

Balance of Profit/(Loss) carried to Balance Sheet (1642) (1650)

Paid-up Share Capital 30118 30,118

Reserves and Surplus 153 151

Reserve Fund (as per section 45-IC of the RBI Act)





REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 4,51,450/- as against Rs. 4,58,250/- in the previous year. The company earned a net profit (before tax )of Rs. 13,954/- against a net profit (before tax )of Rs. 12,998 during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Peeyush Kumar Aggarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY 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:

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of Financial Year as on 31st March, 2012 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 Act for safeguarding the assets of the Company and for preventing and etecting fraud and other irregularities;

iv . the Directors had prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

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

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

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

Sd/-

Date : 01 st September, 2012 (Peeyush Kumar Aggarwal)

Place: New Delhi Chairman

---

Mar 31, 2011

Dear Members

The Directors are delighted to present the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below

(Amount in Rs. 000''s) Financial Year ended

Particulars 31st March, 2011 31st March, 2010

Total Income 458 453

Total Expenditure 445 444

Profit before tax 13 9

Provision for tax 8 8

Deferred Tax Liabilities (Assets) (4) (5)

Short Provision of tax of earlier years 3

Profit after Tax 9 3

Transfer to Reserve Fund 1.7 0.6

Balance Profit/(Loss) of current year 7 3

Profit/(Loss) b/f of previous year (1657) (1660)

Balance of Profit/(Loss) carried to Balance Sheet (1650) (1657)

Paid-up Share Capital 30,118 30,118

Reserves and Surplus 151 150

Reserve Fund

(as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 458 Thousand as against Rs. 453 Thousand in the previous year. The company earned a net profit of Rs. 12.99 Thousand against a net profit of Rs. 9.28 Thousand during the previous year. Your Directors are putting in their best efforts to improve the bottom line of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Adesh Kumar Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY 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:

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of Financial Year as on 31st March, 2011 and of the loss 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv . the Directors had prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

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

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

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.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

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

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 1st September, 2011

---

Mar 31, 2010

Dear Members

The Directors are delighted to present the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below

(Amount in Rs. 000''s) Financial Year ended

Particulars 31st March, 2011 31st March, 2010

Total Income 458 453

Total Expenditure 445 444

Profit before tax 13 9

Provision for tax 8 8

Deferred Tax Liabilities (Assets) (4) (5)

Short Provision of tax of earlier years 3

Profit after Tax 9 3

Transfer to Reserve Fund 1.7 0.6

Balance Profit/(Loss) of current year 7 3

Profit/(Loss) b/f of previous year (1657) (1660)

Balance of Profit/(Loss) carried to Balance Sheet (1650) (1657)

Paid-up Share Capital 30,118 30,118

Reserves and Surplus 151 150

Reserve Fund

(as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 458 Thousand as against Rs. 453 Thousand in the previous year. The company earned a net profit of Rs. 12.99 Thousand against a net profit of Rs. 9.28 Thousand during the previous year. Your Directors are putting in their best efforts to improve the bottom line of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by “Lesser risks with adequate returns”. Your Directors are optimistic that current year will fetch better returns for the Company.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Adesh Kumar Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY 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:

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of Financial Year as on 31st March, 2011 and of the loss 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv . the Directors had prepared the Annual Accounts on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

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

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

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.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

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

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 1st September, 2011