Directors Report of DCM Financial Services Ltd.

Mar 31, 2024

Your directors are pleased to present this 33^rd Annual Report together with the Audited Annual
Financial Statements for the year ended March 31,2024.

FINANCIAL HIGHLIGHTS- AT A GLANCE

> Overall Performance of your Company

The Financial Year 2023-24 has been a little tumultuous for the Company as your Company
has shown a conventional performance during the year under review. The Net Loss of your
Company, on standalone basis, stood at Rs. (93.04) Lakh & Rs.(93.89)Lakh on Consolidated
basis for the financial year 2023-24 as compared to the net loss of Rs. (484.24) Lakh on
standalone basis &Rs. (484.93) Lakh on Consolidated basis in the Financial Year 2022-23.

> The financial summary, performance highlights operations/state of affair of your
Company for the years are summarized below:

(Amount In Lakh)

PARTICULARS	Standalone		Consolidated
	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Income from Business Operations	-	-	-	-
Other Income	80.80	103.12	81.99	103.21
Total Income	80.80	103.12	81.99	103.21
Less: Expenditure except Depreciation	147.04	160.86	147.72	160.80
Profit/Loss before Depreciation and Tax	(66.24)	(57.74)	(65.73)	(57.59)
Less: Depreciation	28.72	32.72	29.73	33.65
Profit/Loss before Tax	(94.96)	(90.46)	(95.46)	(91.24)
Less: Tax Expense	-	-	-	-
Add: Deferred Tax Asset	(5.71)	398.59	(5.35)	398.50
Add: MAT Credit Entitlement	-	-	-	-
Less: Prior Period Taxes	3.79	(4.81)	3.78	(4.81)
Net Profit/Loss after tax	(93.04)	(484.24)	(93.89)	(484.93)
Add: Other Comprehensive Income	(0.25)	(0.50)	(0.25)	(0.50)
Net Profit/Loss for the period	(93.29)	(484.74)	(94.14)	(485.43)
Earnings per share:
Basic	(0.42)	(2.19)	(0.42)	(2.19)
Diluted	(0.42)	(2.19)	(0.42)	(2.19)

RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS UNDER SECTION 134(3)(i) OF
THE COMPANIES ACT, 2013

During the year under review, the total income of the company stood at Rs 80.80 Lakhs in comparison
to Rs.103.12 Lakh in the previous year on a standalone basis, and total income, on a consolidated
basis of the company, for the year stood at Rs.81.99 Lakh in comparison to Rs.103.21 Lakh for the
last year. Earnings before Tax (PBT) for the period was Rs. (94.96) Lakh as compared to Rs. (90.46)
Lakh of last fiscal on a standalone basis. Earning after Tax (PAT) was Rs. (93.04) Lakh as compared
to Rs. (484.24) Lakh of last fiscal and earning per share (EPS)increased to Rs. (0.42) as compared
to Rs. (2.19) of last financial year on a standalone basis.

DIVIDEND

No Dividend was declared for the current financial year due to losses incurred by the Company during
the year under review.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate
Affairs (MCA), Financial Statements of the Company for the Financial Year 2023- 24 have been
prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies
Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant
provisions of the Act.

RESERVES

The Board, in light of losses incurred during the year under review, proposes no amount for
transferring to the reserves.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Company has
not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options,
Sweat Equity, etc. The Company has not bought back any equity shares during the year 2023-24.

As on 31^st March, 2024, the Authorised Capital of the Company stood at Rs. 65,00,00,000 consisting
of 6,50,00,000 Equity Shares of Rs.10/- each & paid-up share capital of the Company stood at Rs.
221,250,540/- consisting of 22,125,054 Equity Shares of Rs. 10/- each

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of
Section 125 of the Companies Act, 2013 do not apply on the Company for the period under review..

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section
73 of the Companies Act, 2013.However, as on 31.03.2024, there are outstanding fixed deposits
aggregating to Rs.4090.43 lacs are payable and the Hon’ble Court has appointed the committee of
Justice Anil Kumar, former Judge of Delhi High Court and who has invited claims from Depositors for
the verification and payment as per report/ scheme. Once this exercise is complete and the report
is submitted to the Court, the numbers and the value of unclaimed deposits will be known. After the
Demise of Justice Anil Kumar, the Delhi High Court appointed Sh. Laxmi Kant Gaur District Judge
(Retd.) to head One Man Committee to resolve the Depositor’s pending issue with the Company &
Company is now working under the directions of Sh. Laxmi Kant Gaur. District Judge (Retd.) for the
resolution of outstanding Fixed Deposit holders as well as Debenture holders.

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has One Subsidiary Company named as ‘Global IT Options Limited’ within the
meaning of Section 2(87) of the Companies Act, 2013 (“Act”) and there are no associates or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Pursuant
to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial
statements of the Company’s subsidiary is mentioned in Form AOC-1 is marked as “Annexure-A”
and form part of this report .

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company, for the year under review
MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate section of this Board Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re
- designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S.No.	Name	Designation	Appointment	Resignation
1.	Ms. Rajni Gupta (DIN: 07242992)	Independent Director	12.02.2018	12.08.2023
2.	Ms. Ruchi Chordia (DIN:09725509)	Additional (Non¬ Executive) Independent Director	12.08.2023

S.No. Name Designation Appointment Resignation

3. Ms. Ruchi Chordia Independent Director 12.08.2023 -

(DIN:09725509) (Regularized at

AGM held on

15.09.2023)

4. Mrs. Nidhi Deveshwar Additional (Executive) Re-appointed -

(DIN:09505480) Wholetime Director w.e.f. 29.11.2023

5. Mrs. Nidhi Deveshwar Wholetime Director 29.11.2023 -

(DIN:09505480 (Regularized at

EGM held on

28.02.2024)

6. Ms. Priyanka Sisodia Additional (Non- 24.01.2024 -

(DIN:10479252) Executive)

Independent Director

7. Ms. Priyanka Sisodia Independent Director 24.01.2024 -

(DIN:10479252) (Regularized at

EGM held on

28.02.2024)

8. Ms. Parul Singh Independent Director 29.11.2022 31.01.2024

(DIN:09811725)

The Board places on record its appreciation for the services rendered by Ms. Rajni Gupta and Ms.
Parui Singh during their term as Independent Directors of the Company.

Opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the independent directors appointed during the year

Based on the recommendation of the Nomination & Remuneration Committee and the Board of
Directors of the Company at their respective Meeting held on 12.08.2023 has appointed Ms. Ruchi
Chordia(DIN: 09725509) as an Additional (Non-Executive) Independent Director (Category: Non¬
Executive) of the Company for a term of 5 (Five) consecutive years w.e.f. 12.08.2023 to 11.08.2028
in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read
with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act,
2013, if any and regularized at Annual General Meeting (aGm) of the Company held on 15.09.2023.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of
Directors of the Company at their respective Meeting held on 24.01.2024 has appointed Ms. Priyanka
Sisodia (DIN: 10479252) as an Additional (Non-Executive) Independent Director of the Company
for a term of 5 (Five) consecutive years w.e.f. 24.01.2024 to 23.01.2029 in accordance with the
provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules
made thereunder and other applicable provisions of the Companies Act, 2013, if any and regularized
at Extra Ordinary General Meeting (AGM) of the Company held on 28.02.2024.

The details of Directors being recommended for appointment / re-appointment as required under
Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
contained in the accompanying Notice convening ensuing Annual General Meeting of the Company.
Appropriate Resolution(s) seeking shareholders’ approval are also included in the Notice.

Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable
to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the
total number of directors of the public company should be liable to retire by rotation and out of such
directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet
the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr. Kaushal Kashyap
(DIN: 07683753)Director will be retiring by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re- appointment. The Board recommends his re-appointment to the Board of
Directors of the Company at the ensuing Annual General Meeting. A resolution seeking Shareholders’
approval for his re-appointment along with other required details forms part of the Notice.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7)of the Companies Act, 2013
that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act,
2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed under Rule 8(5)(iiia), of the Companies
(Accounts) Rules, 2014.

ANNUAL RETURN UNDER SECTION 134(3»al OF THE COMPANIES ACT, 2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st
March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Rules, 2014 is put on the Company’s website and
can be accessed at https://dfslonline.in/investor.html.

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the financial year ended on March 31,2024, 11 Board Meetings were held & the dates on which the
Board meetings were held are 11.04.2023, 23.05.2023, 09.08.2023, 12.08.2023, 08.11.2023, 29.11.2023,
26.12.2023, 24.01.2024, 27.01.2024, 08.02.2024 & 20.03.2024. The maximum interval between any
two meetings didn’t exceed 120 days, as prescribed in the Companies Act, 2013. Further, details of the
meetings of the Board and its Committees are given in the Corporate Governance Report, which forms
part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors
of the Company was held on March 18, 2024 to discuss and review the performance of all other non¬
independent Directors, the Chairperson of the Company and the Board as a whole, and for reviewing and
assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation
25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section

177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation &
Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Ms.
Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Sanjay Sahni as Members. During the
year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI
(Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration
Committee of the Company comprises Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar, and
Mr. Sanjay Sahni as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of
section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation
& Disclosure Requirement) Regulation, 2015. The Stakeholders’ Relationship Committee of the
Company comprises of Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Kaushal
Kashyap as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the
integral part of this Annual Report.

BOARD ANNUAL EVALUATION UNDER SECTION 134(3»p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made
by the Board of its own performance and that of its Committee and individual Directors. Schedule IV
of the Companies Act, 2013 states that performance

evaluation of the Independent Director shall be done by Directors excluding the Director being
evaluated. The Board carried out a formal annual performance evaluation as per the criteria/
framework laid down by the Nomination & Remuneration Committee of the company and adopted
by the Board. The evaluation was carried out through a structured evaluation process to judge the
performance of individual Directors including the Chairperson of the Board. They were evaluated on

parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership
qualities, level of engagement & contribution, independence of judgment, decision making ability for
safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board
except the participation of concerned Independent Director whose evaluation was to be done. The
performance evaluation of the Chairperson and the Non Independent Directors was carried out by
the Independent Directors. The Board was satisfied with the evaluation process and approved the
evaluation results thereof.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR:

M/s. V. Sahai Tripathi & Co., Chartered Accountants (FRN: 000262N),were appointed as the
Statutory Auditors of the Company at the Extra Ordinary General Meeting (EGM) held on January
20, 2023 for a term of (5) five consecutive years i.e., to hold the office from the conclusion of the
Extra Ordinary General Meeting till the conclusion of 36th Annual General Meeting of the Company
to be held for the financial year ending March 31, 2027 pursuant to Section 139 of the Companies
Act, 2013.

Qualification(s) and Directors'' comments on the report of Statutory Auditor:

(i) Justice Anil Kumar* as one man committee was appointed vide order dated:- 3rd
September, 2015 by the Hon’ble High Court of Delhi to scrutinize the list of depositors and
other claimants and to take steps enumerated hereinafter with the view to resolve at-least
some of the disputes. The one-man committee submitted its report on to Hon’ble High Court of
Delhi on 22nd April, 2016.Taking cognizance of the report, Hon’ble High Court of Delhi on 10th
August, 2017 accepted the recommendation of one-man committee enumerated in the report.
Under Scheme of One-Man Committee, Interest of Rs 235 Lakhs are payable to Debenture
Holders and Rs 1,448 Lakhs are payable to Fixed Depositors under Phase-2 of Schedule of
Payments laid down by One Man Committee. Presently the said committee has waived any
further payment of Interest to Fixed Depositors, Debenture-holders and other lenders,

however on complete liquidation of properties and investments, if any surplus remains after
payment to all stakeholder creditors, then further payment of Interest would be decided.
All stakeholders’ creditors which are covered under scheme has given its consent to the
scheme. No provision of Rs. 1,683 Lakhs as laid down under the scheme towards Interest
on Debentures and Fixed Deposits, have been provided in the financial statements on the
outstanding amount of Debentures and Fixed Deposits.

Had interest of Rs. 1,683 Lakhs been provided for in the financial statements of year ending
31st March 2018 on outstanding amount of Debentures and Fixed Deposits, the Net Profit
before tax would have been lowered by Rs. 1,683 Lakhs and Net Profit after tax would have
been lowered by Rs. 1,340 Lakhs as at 31st March, 2018. The cumulative net loss as well as
Current Liabilities as at 31st March, 2024 would have been higher by Rs 1,340 Lakhs. The
same has been explained in Note 15.2 and Note 15.3.

*The Hon’ble High Court of Delhi has appointed Mr. Laxmi Kant Gaur, District Judge (Retd.)
vide its order dated 29th July 2021, as the One Man Committee in place of Hon’ble Mr. Justice
Anil Kumar (in view of his unfortunate demise).The One Man Committee would continue
from the stage at which the exercise assigned to the One Man Committee by the High Court
stands, at the stage when Hon’ble Mr. Justice Anil Kumar unfortunately expired. The agenda
of the One Man Committee would be as per the order dated 3rd September, 2015, read with
subsequent orders passed, if any, in that regard.

Director’s Comment: Provision of interest on certain liabilities covered under Para i and under notes
15.2. & 15.3 is in accordance with the Scheme of restructuring filed by the Company before the
Hon''ble Delhi High Court, which provides for waiver and cancellation of interest and the same is
pending before the Hon''ble Court. Further, the quantum of interest, if any will be decided by the High
Court of Delhi upon completion of phase II payments and sale of assets.

(ii) For redemption of ‘B’ series debentures of Rs. 2014.98 Lakhs debenture redemption
reserve is required to be created. Debenture redemption reserve of Rs. 2014.98 Lakhs has not
been created due to insufficient profits. The same has been explained in Note 15.2

Director’s Comment: Non-creation of debenture redemption reserve. The same cannot be created
due to insufficient profits in the past against the redemption of debenture. This has no impact on
financial results of the company as redemption reserve is to be created out of Reserve and Surplus
available with the company. Company has commenced repayments in the earlier years as well as in
the current Year as per directions of the Hon’ble High Court of Delhi vide order dated 10th Aug,2017
and recommendations of One Man Committee. Company is still not creating Debenture redemption
Reserve for the same reason that it has no sufficient profits to do so.

(iii) The value of assets charged as security in favor of banks, debenture-holders & financial
institutions have been depleted over a period of time. The depletion has not yet been
ascertained by the Company. To the extent of shortfall, if any, the liability is unsecured,
whereas the same has been shown as secured. The same has been explained in Note 15.2.

Director’s Comment: It relates to the ascertainment of Security against Debentures and Bank
Loan, which could not be ascertained since the Company has litigation with various Lease and Hire
Purchase customers and the matters are sub-judice, hence confirmations and acknowledgments are
not feasible.

(iv) Balance confirmation of security deposits provided, trade receivables, some bank
balances, FD balances with bank, rent receivables, other advances, borrowings, balances
payable to related parties and other receivables and payables have not been received from
the parties/ persons concerned. In the absence of balance confirmations, the closing balances
as per books of accounts have been incorporated in the financial statements and have been
shown, unless otherwise stated by the management about its recoverability in the financials
including considering the NPA Provisions, are good for recovery/payment. Time barred debts
under the Limitations Act have not been separately ascertained and written off or provided for.
In the absence of such confirmation & corresponding reconciliation, it is not feasible for us to
determine financial impact on the financial statements and the amount referred as receivable/
payable in the financial statements can differ .(Please refer Note No.-38).

Director’s Comment: Balance Confirmation of security deposits, trade receivables, some bank
balances, some FD with bank, rent receivables, other advances, borrowings, balance payable to
related parties etc. - Note 38 - Due to ongoing litigation and disputes with creditors as outlined in Note
38, the Company could not obtain balance confirmations.

(v) Contingent liabilities and Other Commitments

v(a) During the year ended 30th June, 2011 the company''s tenant had filed a claim of Rs.100.00 lacs
against the company due to damages suffered by the tenant which is still pending under arbitration
proceedings as on 31st March, 2024.

Director’s Comment: There are certain disputes with the tenant and the claim of the tenant is
contested

v(b) There is an award passed by the High Court vide its judgment dated April 27, 2022 against the
company in the matter of MS Shoes East Limited for Rs.

12.82 lacs i.e. the claim amount, along with interest of Rs. 8.97 lacs for an underwriting given by the
company in the year 1995 for the public issue of M/s MS Shoes East Ltd.

Director’s Comment: Both parties have filed an appeal against the judgement dated 27.4.2022 and
both matters are being heard by the Hon''ble High Court of Delhi. In view of this, no provision has
been made

v(c) Due to dispute with the builder namely M/s NBCC Ltd. from which the company had purchased
an office premises in the year 1995, regarding a claim of Rs. 288.29 lacs on account of increase
in super area and certain other expenditure which the builder i.e. M/s NBCC Ltd. had incurred and
the same is pending in arbitration. Breakup of the amount of Rs. 288.29 lacs mentioned supra is as
follows:

S. No.	Description	Amount (In Lacs)
1.	Difference in super area Vs. provisional area	229.28
2.	Claim of property tax	3.19
3.	Claim of ground rent	21.67
4.	Allied charges	7.82
5.	Augmentation of Electric sub station	1.33
6.	Loss of profit	20.00
7.	Arbitration cost	5.00
TOTAL		288.29

During the financial year ending March 31, 2021, the award was given in respect of
dispute that has arisen between NBCC Ltd. (Claimant) and DCM Financial Services
Limited (Respondent) in relation to sale of Commercial Space-Upper Ground Floor NBCC
Place, Pragati Vihar, New Delhi by the Claimant to the respondent.

The summary position of award is as under:

Party	Amount Claimed (in Lacs)	Awarded (in Lacs)
NBCC Ltd.- Claimant	434.95	41.06
DCM Financial Services Limited -	3,269.50	78.97
Counter Claimant/ Respondent

In addition to the above, interest @ 10% is payable by both the parties on their respective
amounts.

That whereas NBCC has filed objections to the award in Delhi High Court in Dec 2020 and
the same appears to be lying in objections. That DCM has also filed objection in Delhi
High Court and the same has not being listed so far.

Director’s Comment: Both parties have filed an appeal against the award before the Hon’ble
High Court of Delhi and the decision is pending. In view of this, no provision has been made.

The rest of the observations/ comments of auditors are self-explanatory and need no comments

B. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed
M/s. Jain P & Associates, Company Secretaries to undertake Secretarial Audit of the Company for
the Financial Year 2023-24.

The Secretarial Audit was conducted by Ms. Preeti Mittal, Company Secretary, and the report
thereon is annexed herewith as “Annexure-C and form part of this report.".

Qualification(s) and Directors’ comments on the report of Secretarial Auditor:

Observation: E Form DPT-3 not filed for the Financial Years 2022-23 & 2023-24.

Director’s Comment: The filing of Form DPT-3 has now been shifted to V3 portal of MCA, which
contains the mandatory field to specify SRN of Form GNL-2, in which DPT-1 is filed. Before the
introduction of Form DPT-3, the Company was required to file Return of Deposits in Form GNL-2.
Since there was no requirement of filing DPT-1 in Form GNL-2, as company had not issued any
circular in form of Advertisement inviting Deposits from the Public, during the relevant period. So, we
have not filed DPT-1, as attachment in Form GNL- 2, with MCA, hence SRN of Form GNL -2 is not
available with us. We are in process of following up with MCA to resolve the issue.

Observation:

It is imperative to mention here that the R.B.I. had filed a petition for winding up of the Company being
CP No 296/2004. The petition for winding up was heard on 6th March, 2006 and the Hon’ble High
Court, Delhi directed that the Company shall not operate its bank accounts without the permission of
the court. It is further pertinent to mention that the order is still in operation.

The Company had issued non-convertible debentures in the year 1995-96 on a private placement
basis, wherein the Central Bank of India had been appointed as their Debenture Trustee. Further, at
the time when redemption of the said debentures got due, the Company was ordered by Reserve
Bank of India to make re-payment to the debenture holders in

priority to any other “Creditor” including the Redemption of these Debentures. However, due to
serious financial and cash flow constraints being faced by the Company, the Company could not
make payment to any party at that time. As on date of this report, payment to many Debenture holders
is still pending to be made by the Company.

Thereafter, the matter went to the Hon’ble High Court, Delhi, in the form of a scheme which got
approved on 10th August, 2017.

Further, as required under the approved scheme, the Company has duly initiated the process of
making repayment to the Deposit Holders, but still payment could not be made to the many Deposit
Holders.

Director’s Comment

Repayments to debenture holders are being carried out in compliance with the directives of the
Hon’ble High Court of Delhi and the One Man Committee. All debenture holders have received
payments from the One-Man Committee, whose Know Your Customer (KYC) information and claims
were verified to be correct.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s.
Jain P & Associates, Company Secretaries, and submitted to the stock exchange sand has been
attached with this Annual Report as "Annexure-D"and form part of this report.

C. INTERNAL AUDITOR

The Company had appointed M/s. STVG & Co., Chartered Accountants as Internal Auditor of the
Company to carry out the Internal Audit Functions. The Internal Auditor submits a “Quarterly Report”
to the Audit Committee for its review.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under
Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Record and Audit) Rules,
2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost
records in respect of its products/service. Therefore, no requirement of the Appointment of a Cost
Auditor arises.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and / or Board under Section 143 (12) of the Act and Rules framed
thereunder.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT. 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act
are given in the notes to Financial Statements forming part of the Annual Report.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPAIES ACT. 2013

During the financial year 2023-24, the Company has not entered into any contracts/arrangements/
transactions with related parties which could be considered material in accordance with the
Company’s Policy on Materiality of Related Party Transactions. All the transactions made on arm’s
length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-B"and
form part of this report..

DETAILS OF 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. IF ANY UNDER SECTION 134(31(1) OF THE COMPANIES ACT. 2013

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

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE

To the best of the Management’s knowledge, there has been no material order passed by any
regulator or Court or Tribunal impacting the Going Concern status of the Company’s operations.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank &
Financial Institution.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption, and foreign
exchange earnings and outgo,in terms of Section 134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014 is given below:

	Conservation of energy
1.	the steps taken or impact on conservation of energy	Nil
2.	the steps taken by the company for utilizing alternate sources of energy	Nil
3.	the capital investment on energ conservation equipment	Nil

	Technology absorption
1.	the efforts made towards technology absorption	Nil
2.	the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
3.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
4.	the details of technology imported	Nil
5.	the year of import	Nil
6.	whether the technologybeen fully absorbed	Nil.
7.	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
8.	the expenditure incurred on Research and Development	Nil
	Foreign exchange earnings and Outgo
1.	The Foreign Exchange earned in terms of actual inflows during the year	Nil
2.	The Foreign Exchange outgo during the year in terms of actual outflows	Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable
to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly
maintains a proper check in normal course of its business regarding risk management. Currently, the
company does not identify any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of
Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013,
hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of
the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities.
Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy.
Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance
Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/
issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The
whistle blower policy is uploaded on the website of the Company and can be accessed at http://
dfslonline.in/policv/5.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance
with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013” and Rules made thereunder, your Company has constituted Internal Complaints
Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of	Number of	Number of complaints	Number of workshops
complaints	complaints	pending more than	or awareness
received	disposed of	ninety days	programme against sexual harassment
NIL	NIL	NIL	NIL

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a
separate section on corporate governance practices followed by the company, together with the certificate
from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate
with the size, scale and complexity of its operation. The system encompasses the major processes
to ensure the reliability of financial reporting, compliance with policies, procedures, laws, and
regulations, safeguarding of assets, and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and
effectiveness of the Company’s Internal Financial Control System. The Statutory Auditors of the
Company have also reviewed the Internal Financial Control system implemented by the Company
on the financial reporting and in their opinion, the Company has, in all material respects, adequate
Internal Financial Control system over Financial Reporting and such controls over Financial Reporting
were operating effectively as on 31st March, 2024 based on the internal control over financial reporting
criteria established by the Company.

The policies and procedures adopted by the Company ensure the orderly and efficient conduct of its
business and adherence to the company’s policies, prevention and detection of frauds and errors,
accuracy & completeness of the records, and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of
providing to the Audit Committee and the Board, an independent, objective and reasonable assurance
on the adequacy and effectiveness of the organization’s risk management with regard to the internal
control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit
Committee also meet the Company’s Statutory Auditors to ascertain their views on the financial
statements, including the financial reporting system and compliance to accounting policies and
procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff
and other workers of the Company for their hard work, dedication and commitment. During the year
under review, relations between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

The Particulars of Remuneration of Employees during the year 2023-24pursuantto the provisions of
Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is disclosed as an "Annexure-E"and form part of this report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

(i) the ratio of the remuneration of each director to the median remuneration of the employees of
the company for the financial year-

Name	Designation	Ratio to median Remuneration
Ms. Nidhi Deveshwar	Wholetime Director	0.66

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer(CFO), Chief
Executive Officer(CEO), Company Secretary(CS) or Manager, if any, in the financial year; Given

as per the Table below :

Name	Designation	Remuneration(in Rs.)	Percentage(Incr ease/(Decrease)
Ms. Nidhi Deveshwar	Wholetime Director	4,04,000/-	(4.72)
Ms. Somali Trivedi	Company Secretary & CFO	6,12,000/-	24.14
Mr. Vikram Dogra	Vice President	32,52,000/-	2.49

(iii) the percentage increase in the median remuneration of employees in the financial year:24.14%

(iv) the number of permanent employees on the rolls of company; 6

(v) a) average percentile increase already made in the salaries of employees other than the

managerial personnel in the last financial year = 7.92% and its comparison with the

b) percentile increase in the managerial remuneration: Nil and

c) Justification thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration paid according to Remuneration Policy of the Company.
No exceptional increase in Managerial Remuneration.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of

remuneration drawn and the name of every employee is given in “Annexure-E”and form part of
this report.

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration
policy as adopted by the company.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management Personnel and fixation of their
remuneration thereof. The Policy contains, inter-alia, directors’ appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a Director, etc.
The same can be accessed at https://dfslonline.in/policv/17.pdf

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a
policy to familiarize Independent Directors about the Company.

ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited(BSE), National Stock Exchange of
India Limited(NSE) and the Calcutta Stock Exchange Limited(CSE).

All statutory dues including Annual Listing Fees for the Financial Year 2024-25 has been paid by the
Company except for dues of Calcutta Stock Exchange Limited(CSE), as correspondence is underway
with CSE for reconciliation & payment of dues of CSE.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the
Senior Management of the Company. Additionally, all Independent Directors of the company shall be
bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI
Listing Regulations, 2015.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS,
2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures
of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider
Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report Trading by the
Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations,
2015.

All Board Members, Key Managerial Personnel, and Senior Management Personnel have affirmed
compliance with the Code of Conduct.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32
OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said
regulation is not applicable to the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no such application was made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, no such valuation done at the time of One Time Settlement and while taking Loan
from the Banks or Financial Institutions.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made
judgments & estimates that are reasonable and prudent so as to give a true & fair view of the
state of affairs of the company at the end of the financial year and of the profit & loss of the
Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the company
and for preventing & detecting fraud & other irregularities;

(d) The Directors had 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
such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.
GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions or applicability pertaining to these matters during the year
under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees’ Stock Options Schemes) to
employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees
for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the
Managing Director of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co- operation
received from the various stakeholders including Financial Institutions, Banks, Governmental authorities,
and other business associates who have extended their valuable support and encouragement during the
year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed
services rendered by the employees at all levels of the Company, who have contributed significantly
towards the Company’s performance and for enhancing its inherent strength. Your Directors also
acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

For and on behalf of the Board
For DCM Financial Services Limited

Nidhi Deveshwar

Date: 21.08.2024 Chairperson & Whole time Director

Place: New Delhi DIN: 09505480

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 24th (Twenty Fourth) Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31,2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous year's figures are given hereunder:

Particulars for the Year ended March 31,2015:

(Rupees in Lacs)

PARTICULARS For the Year For the Year ended 31st ended 31st March,2015 March,2014

INCOME

Income from Business Operations - -

Other operating revenues 0.11 0.10

Less Excise Duty - -

Net Revenue from Operations 0.11 0.10

Other Income 408.40 432.18

Total Income 408.51 432.28

EXPENSES

Total Expenses 691.02 1,030.62

Profit before Exceptional and (282.51) (598.34) Extraordinary items and tax

Exceptional Items - -

Profit before Extraordinary items (282.51) (598.34) and tax

Extraordinary items - -

Profit before Tax (282.51) (598.34)

VI. Tax Expenses

Current year tax 28.52

Mat Credit Adjustment (28.52)

Profit After Tax (282.51) (598.34)

Profit/(Loss) for the year (282.51) (598.34)

Earnings per Equity share

Basic (1.28) (2.70)

Diluted (1.28) (2.70)

The Gross Income comprises of amount(s) received on recovery of delinquent assets through settlement/ compromise/ legal action.

2. DIVIDEND

In view of losses suffered by the Company, no dividend has been considered for the year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

4. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements prepared in accordance with the Companies Act, 2013 and Accounting Standards-21 is attached with the Annual Report.

6. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis section describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations are significant changes in political and economic environment in India, tax laws, RBI regulations, exchange rate fluctuation and related costs.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Surender Kumar was re-appointed as a Whole-Time Director in the Annual General Meeting held on 31st December, 2014 (subject to the approval of Central Government) w.e.f 1st December, 2014.

Further, Mr. Surender Kumar has not been paid any remuneration/monetary benefits from the date of his appointment till the date of this report; as the Company could not obtain the Central Government approval for the payment of the said remuneration. Accordingly, the Board recommends the passing of the Special Resolution as set out in the item no. 4 of the Notice for the re-appointment of Mr. Surender Kumar as a Whole-Time Director.

Following are the directors on the Board:

1. Mr. Om Prakash Gupta Independent Non-Executive Director

2. Mr. Surender Kumar Whole-Time Director

3. Mr. Sehdev Shori Independent Non-Executive Director

The policy for Appointment and Remuneration of Director's, Key Managerial Personnel and Other Employees is attached as Annexure-A and forms an integral part of this report.

The Company has devised the criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors. An evaluation was done by the Board for its own performance and that of its Committees and individual Directors.

8. CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policy conforming to established standards. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure - B and forms an integral part of this Report.

9. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

10. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.-

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

11. AUDITORS

i) STATUTORY AUDITORS

M/s. V. Sahai Tripathi & Co., Chartered Accountants, Delhi (Firm Registration No. 000262N), Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. V. Sahai Tripathi & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits as specified under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act,2013 read with Companies (Audit and Auditors) Rules, 2014.

Board recommend to appoint M/s. V. Sahai Tripathi & Co., Chartered Accountants, as Statutory Auditors for a period of two years i.e. upto the conclusion of the Annual General Meeting to be held in the year 2017, subject to the ratification by members in every Annual General Meeting.

Auditors' Qualifications/ Observations and Management Comments Thereon

Going Concern Basis -Para i and note 30. In accordance with section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis. In light of the fresh scheme of restructuring pending before the Hon'ble Delhi High Court, the Company has plans for future business and income generation. Accordingly it is not only prudent but also imperative to draw the financial statement based on such Going Concern basis. The Scheme seeks to restructure relying on debt equity swaps and profits earned by engaging in service oriented, fee based business leading to progressive reduction in the debt of the Company. The Scheme of Arrangement would not only enable the Company to wipe out its debts but will also enable it to reduce carry forward losses to be a profitable entity. Further in accordance with amended Section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis.

Provision of interest on certain liabilities covered under Para II and under notes 4.1.g, 4.4(g) &4.6 is in accordance with the Scheme of restructuring filed by the Company before the Hon'ble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Hon'ble Court.

Para iii and Note 2.2 on non-creation of debenture redemption reserve is self-explanatory and cannot be created due to insufficient profits

Depletion in the value of Assets charged to Banks/Institution and Debentures in Para iv and covered under notes 4.1 .e, 4.2.b& 4.3.1 relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company is in litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgements are not feasible

Regarding Para v, regarding liability on account of fixed deposit received, the company has prepared a fixed deposit register and verifying the claims of depositors on regular basis and also in process of reconciling difference with books of accounts. Further once the Scheme is sanctioned and all deposits will be verified & reconciled before repayments as per directions of the Court

In view of litigation with creditors mentioned in the para vi, it's not possible to obtain the balance Confirmations.

Maintenance of minimum liquid assets covered under Para viii and note 4.4(h). Due to the liquidity crisis and default in payment to fixed depositors, the liquid assets held by the Company had to be used for payment to depositors in terms of directions from RBI to pay all the matured depositors. Thereafter, the Company has made application to the RBI as well as the Hon'ble Company Law Board for exemption from maintaining minimum liquid assets

Para (viii) In view of restrictions imposed by the Hon'ble High Court of Delhi on the operations of bank accounts, assistance of Rs 20.47 lacs has been taken to meet the essential expenses/obligations from Global IT Options. Company being sick and as the scheme of arrangement pending before the Court does not provide payment of any Interest to creditors, the subsidiary company has given this amount without interest and element of interest and payment of interest will be decided once the scheme is approved and liquidity position improves.

Para viii(i).The Company is contesting claims lodged against it not acknowledged as debts including claims on account of securitization transaction and underwriting obligations. Rest of the contingent liabilities are being addressed through the Scheme

In case of Payment to Punjab & Sind Bank & IndusInd Bank as mentioned in para viii(ii) & para viii(iii) , it is submitted that the scheme of restructuring, pending before the Hon'ble Delhi High Court and repayment issue to these banks is being addressed in the scheme of arrangement with creditors . Further, the Hon'ble Court has stayed the suits filed in DRT by PSB & IndusInd Bank

As mentioned in the para viii (iv), the Company has filed an application with Hon'ble High Court of Delhi for the release of amount to be deposited in the Punjab & Haryana High Court and the same is pending

Para viii(v) There are certain disputes with the tenant and the claim of tenant is contested in the pending arbitration.

As mentioned in the para viii (iv), the Company has filed necessary application for the rectification application for the deletion of said demand, however the same is pending

Para viii (vii) Company has preferred an appeal/objections before Hon'ble High Court of Delhi in the MS Shoes East Limited matter against the arbitration order and the same pending adjudication

Para viii (viii) Company is contesting the claim of NBCC, which is pending arbitration under the Indian Arbitration Act

Emphasis of Matter: Group Companies have infused money in Company from time to time for its revival and as these amount are not to be paid back, group companies had requested to convert their outstanding amount into Share Capital. In view of pending scheme before the Hon'ble High Court of Delhi and these amount remained in share application money only and as shares can only be issued once the scheme is sanctioned by the court. Keeping these facts In view, amounts appearing in share application money have been credited back to the respective group company's account and upon sanction of scheme, shares will be issued.

All the other notes are self-explanatory.

ii) SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed M/s Latika Chawla and Associates, Practicing Company Secretaries to conduct secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is enclosed as Annexure - C and forms an integral part of this Report.

Management Comments on the observations of Secretarial Auditor

i) The Company is identifying the right person as candidature to be appointed as a Woman Director and will be done soon.

ii) The Company has taken adequate steps to appoint a Full time Company Secretary commensurate to the requirement. However, the Company has duly outsourced all its Secretarial work to the reputed Secretarial Audit Firms.

iii) Due to non-availability of manpower and resources some filing of forms as mentioned in the report remained pending. However efforts are being made to file the relevant forms at the earliest with the Registrar of Companies.

iv) Other observations are on the basis of the facts and hence self explanatory.

iii) INTERNAL AUDITORS

M/s SVTG & Co., Chartered Accountants, performs the duties of Internal Auditors of the Company and their report/s are reviewed by Audit Committee from time to time.

12. DISCLOSURES

i) Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure - B to this report.

ii) Extracts of Annual Return

In terms of provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is enclosed as Annexure - D and forms an integral part of this Report.

iii) Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year under review, no loan, investment, guarantees and securities has been provided.

iv) Contracts and Arrangements with Related Parties

No contract/ arrangements/ transactions were entered by the Company during the financial year with related parties. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The particulars of contracts and arrangement with related parties under section 188(1) in Form AOC-2 is enclosed as Annexure-E.

The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accesses on the Company's website www. dfslonline.com under Investor Information.

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

13. PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - F and forms an integral part of this Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:-

i) Conservation of Energy

Your Company being engaged in financing business and does not have any activity relating to conservation of energy.

ii) Research & Development (R&D)

Specific R&D Activities: There is no Research and Development activity in the Company. Benefits derived as a result of above R&D: N.A.

Future Plan of Action: NIL Expenditure on R & D: NIL

iii) Technology Absorption, Adaptation and Innovation: Efforts in brief made towards Technology absorption etc.: NIL Benefits derived as a result of above: N.A.

Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: N.A.

iv) Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

15. INTERNAL FINANCIAL CONTROLS

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

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the said provisions are not applicable

18. PUBLIC DEPOSITS

During the year under review, the Company has not invited any fixed Deposits.

As on 31st March,2015, there were 50928 fixed deposits aggregating to Rs 5631.36Cr remained unpaid as the scheme of repayment to fixed depositors is pending approval before the Hon'ble High Court of Delhi and out of these deposits, Rs 3.51 Cr ( 3639 depositors) have not submitted fixed deposit receipts and can be considered as unclaimed.

19. SUBSIDIARIES

M/s Global IT Solutions Limited is the Subsidiary of your Company. The Financial Statements and other documents of the subsidiary company is being attached with the Financial Statements of the Company.

20. SHARES

a. Buy Back of Securities

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

b. Sweat Equity

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

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has Zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual Harassment at Workplace. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

22. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board For DCM Financial Services Limited

Om Prakash Gupta Chairman

Date: November 5, 2015 Place: New Delhi

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Mar 31, 2014

Dear Members,

The Directors present the Twenty Third Annual Report of the Company together with the Audited Accounts for the year ended on March 31,2014.

1 FINANCIAL RESULTS AT A GLANCE

PARTICULARS CURRENT YEAR PREVIOUS YEAR ENDED ON ENDED ON 31.03.2014 31.03.2013 (Rs. In lacs) (Rs. in lacs)

Gross Income 432.28 644.80

Profit/(Loss) before depreciation (563.08) 339.18

Depreciation 35.26 36.10

Profit/(Loss) before tax (598.34) 303.08

Provision for tax - -

Profity(Loss) before Extra ordinary items (598.34) 303.08

Prior period adjustment 0.54 6.00

Net Profit/(Loss) (598.34) 303.08

Profit/(Loss) brought forward from previous year (8496.14) (8799.23)

Surplus/(Loss) carried to Balance Sheet (9094.46) (8496.14)

2 COMPANYS'' AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS

The Statement of Company Affairs, operations, opportunities and threats, performance on the recoveries front and developments in the Scheme of Arrangement filed by the Company before the Hon''ble High Court of Delhi, have been elaborately and explicitly explained and dealt with in the Management Discussion and Analysis Report (which forms part of this report) and accordingly have not been repeated herein to avoid repetition.

The Equity Shares of the Company are presently listed on the seven Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE). The Shares of the Company are compulsorily traded in dematerialized form.

The Directors had recommended the voluntary delisting of shares from other five stock exchanges i.e. Ahmedabad, Madras, Delhi, Calcutta and Jaipur Stock Exchanges and the share holders in the Annual General Meeting held on 30 December 2011 had approved the same. However steps for delisting could not be taken due to circumstances beyond control of the Company.

Due to sustained efforts made by your Company in recovery of dues from its customers and efforts for settlement of liabilities towards secured and unsecured creditors in particular the Fixed Deposit holders, the Reserve Bank of India (RBI) allowed your Company''s application for grant of certificate for registration (COR) as NBFC to remain pending till 5th of March 2004, on which date RBI issued orders rejecting the Company''s application for grant of Certificate of Registration (CoR). Your Company filed an appeal before the Appellate Authority in the Ministry of Finance and vide order dated 21st May 2004, the Appellate Authority directed the Reserve Bank of India to keep its order of rejection of CoR in abeyance for a period of six months during which the Company shall file the revised scheme for restructuring before appropriate authority or till the disposal of the Company''s review petition by the Hon''ble Delhi High Court. Even though your Company''s business plan as of now do not envisage any fresh aggressive fund based NBFC business exposure as it envisages exploring other business activities and NBFC activities shall be restricted to non fund bases business, apart from continuation of aggressive recovery from its defaulting customers.

RBI, against the orders of the Appellate Authority filed a Constitutional Writ before the Hon''ble High Court of Delhi at New Delhi and the Hon''ble Court granted stay on the operations of the orders of the Appellant Authority. RBI thereafter filed a Petition for winding up of the Company before the Hon''ble High Court of Delhi at New Delhi. Both the Petitions filed by RBI are pending adjudication and have been clubbed with the Scheme.

3. DIVIDEND

In view of the accumulated losses in the past years, the Directors regret their inability to recommend dividend for the period under review.

4. DIRECTORS

The Board of Directors comprises of Mr. Surender Kumar whole time Director, Mr. Om Prakash Gupta Non-Executive Independent Director, Mr. Rajeshwar Singh Non-Executive Independent Director.

Mr. Arif Beg, Independent Director resigned with effect from 30- July, 2014 due to personal reasons. The Board records its appreciation forthe valuable services rendered by Mr. Arif Beg.

Pursuant to Section 152 of the Companies Act, 2013 , Mr. Surender Kumar.director retires by rotation and being eligible offers themself for reappointment.

Pursuant to section 149 and section 152 of the companies Act, 2013 read with companies (Appointment and Qualification of Directors) Rules, 2014 along with schedule IV of the Act it is proposed to appoint Mr. Om Prakash Gupta DIN:06853097 the existing Independent Director as Non-Executive Independent Director for a period of three year wef 01.04.2014 and Mr. Rajeshwar Singh DIN:00024646 the existing Independent Director as Non-Executive director for a period of three years wef 07.02.2014 subject to the approval of members at the forthcoming Annual General Meeting. The Independent director shall not be liable to retire by rotation. All the above mentioned Directors have given the Declaration of Independence as per section 149 (6) of the Companies Act, 2013.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of his expertise in specific functional areas, name of companies in which he hold directorships/ chairmanships of Board committees, shareholding detail as stipulated under clause 49 of the Listing Agreement with the stock exchanges are provided in the Report of corporate Governance

Mr. Surender Kumar is also proposed to be appointed as Whole Time director designated as "Executive Director" of the Company, subject to approval by the Central Government Keeping in view the experience of Mr. Sharma, requirement of Companies Act, 2013 and challenges ahead, your director''s recommend appointment of Mr. Sharma as the Executive director of the Company.

5. FIXED DEPOSITS

During the year under review, the Company had not invited any fixed deposits.

That as on 31st March,2014 .there were 50928 fixed deposits, aggregating Rs.56.34 Cr remained unpaid as the scheme of repayment to fixed depositors is pending approval before the Hon''ble High Court of Delhi and out of these deposits, Rs.3.51 Crores (3639 depositors) remained unclaimed .

6 SUBSIDIARY COMPANY

In accordance with the general circular issued by the Ministry of Corporate Affairs, the Balance Sheets, including annexures and attachments thereto of the Company''s subsidiary, are not being attached with the Annual Report of the Company. The annual accounts of the subsidiary company and the related detailed information will be made available to any member of the Company seeking such information. These documents will also be available for inspection by any member at the Registered Office of the Company and that of the respect subsidiary company. The consolidated financial statements presented in this Annual Report include financial results of the subsidiary companies. A statement containing information on the Company''s subsidiary is included in this Annual Report

7. AUDITORS''REPORT

The Auditors'' Report on the Accounts of the Company is attached. The Directors'' observation on the Auditors'' Report are as under: -

1. Recognition of Rental Income: With reference to Para( i) of the auditor''s report, as there are certain disputes with the tenant and the matter is pending arbitration The Company is hopeful in recovering.

2. No provision of Rs 826.38 lacs: Provision of interest on certain liabilities covered under Para (ii) and under notes 4.1.f, 4.1.g (i), 4.2.C, 4.2.d, 4.3.2, 4.3.3, 4.4(f) & 4.6 is in accordance with the Scheme of restructuring filed by the Company before the Hon''ble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Hon''ble Court.

3. For redemption of debentures of Rs 8.75 Lacs, debenture redemption reserve is required to be created as mentioned in para (iii). Debenture redemption reserve of Rs 8.75lac has not been created due to insufficient profits. The same has been explained in Note 2.2.

4. Depletion in the value of Assets charged to Banks/lnstitution and Debentures in Para (iv) and covered under notes 4.1 .d, 4.2.b & 4.3.1 relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company is in litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgements are not feasible

5. Fixed Deposits and Bills Payable as per records maintained by the Company are Rs. 5642.96 lacs and as per financials books amounting to Rs. 5632.27 lacs Their is a difference of Rs. 10.69 lacs which is un-reconciled in the Fixed Deposit Register as mentioned in para (iv). The reason is either lack of identification of depositors or no claim or confirmation having been received by the company. The provision of such differential amount has not been made. This has been explained in Note 4.4.(d) & Note 4.4.(e).

6. Maintenance of minimum liquid assets covered under para (vi) and note 4.4.(g). Due to the liquidity crisis and default in payment to fixed depositors, the liquid assets held by the Company had to be used for repayment to depositors. Thereafter, the Company had made an application to the RBI as well as the Hon''ble Company Law Board for exemption from maintaining minimum liquid assets.

7. Non-Provision of interest on unpaid share application money pertaining to group Companies as covered in Para (vii). Group Companies have infused money in Company from time to time for its revival and as these amount are not be paid back, group companies have requested to convert the outstanding amount into Share Capital. In view of pending scheme before the Hon''ble High Court of Delhi, these amount remained in share application money only and as shares can be issued once the scheme is sanctioned by the court. Keeping these facts In view, interest has not been provided.

8. Going Concern Basis Para (viii) & Note 29: In accordance with section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis. In light of the fresh scheme of restructuring pending before the Hon''ble Delhi High Court, the Company has plans for future business and income generation. Accordingly it is not only prudent but also imperative to draw the financial statement based on such Going Concern basis. The Scheme seeks to restructure relying on debt equity swaps and profits earned by engaging in service oriented, fee based business leading to progressive reduction in the debt of the Company. The Scheme of Arrangement would not only enable the Company to wipe out its debts but will also enable it to reduce carry forward losses to be a profitable entity. Further in accordance with amended Section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis.

9. Para (ix)a,b,c&d on Contingent liabilities: The Company is contesting claims lodged against it not acknowledged as debts including claims on account of securitization transaction and underwriting obligations. Rest of the contingent liabilities are being addressed through the Scheme.

Para (ix) a&b : Punjab & Sind Bank, Indusind Bank are to be paid in terms of restructuring scheme pending before Hon''ble High Court of Delhi and hence the amount payable under the scheme has been provided in books.The matters before DRT has been stayed by the Hon''ble High Court of Delhi since 2005.

Para(ix)c: Company has made an application before Hon''ble High Court of Delhi for permission to deposit Rs. 1.00 Cr with Hon''ble High Court of Punjab & Haryana and the same is pending.

Para (ix) d: Company has preferred an appeal before Hon''ble High Court of Delhi in the MS Shoes East Limited matter

All the other notes are self-explanatory.

8. AUDITOR''S

M/s V. Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They have furnished a Certificate to the effect that their re-appointment, if made, will be within the limits specified under section 224(1 B) of the Companies Act, 1956.

9 LISTING AGREEMENT COMPLIANCES

The Company is presently listed at Stock Exchanges at Ahmedabad, Calcutta, Chennai, Delhi, Jaipur, Mumbai and the National Stock Exchange. Due to Financial constraints, the Company is in arrears of listing fees to the Stock Exchanges at Ahmedabad, Calcutta, Chennai, Delhi and Jaipur and also applied for delisting its shares from these Stock Exchanges because of non- availability of nation wide terminals and there is no suffering to the investors for trading & it will reduce the cost to your company. However, the trading on National Stock Exchange is suspended since October, 2010 due to certain queries raised by the National Stock Exchange and reply to same has been made. The Company is in constant touch with the National Stock Exchange and efforts are being made to revoke the suspension of trading on National Stock Exchange.

INCORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report and report on Corporate Governance form an integral part of this report. The Certificate from the Auditors of the Company certifying compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges is also annexed to the Report on Corporate Governance. Though the Company is complying with all the requirements of the Listing Agreement, yet your company had been served a Show Cause Notice from National Stock Exchange for non- compliance of Clause 49 III of the Listing Agreement. The Show Cause Notice states that your Company has not appointed an independent Director on the Board of Directors of its material Subsidiary Company. Your company has replied to the show cause notice wherein it has been stated that the company is complying with the requirements of the Clause 49 of the Listing Agreement, however since your company has defaulted in paying its depositors, all its Directors are disqualified under section 274 (1 )(g) of the Companies Apt, 1956, hence the Directors on the Board of Directors of your Company cannot become the Directors on the Board of any Public Limited Company.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the CompaniesAct, 1956 with respect to Directors'' Responsibility Statement, it is confirmed that for the period ended on March 31st 2014:

(i) In the preparation of the Annual Accounts, the Company has followed the applicable Accounting Standards and there are no material departure except for non-payment of interest and discounting charges, which is in line with the new scheme of restructuring u/s 391-394 filed by the Company, which envisages waiver of Interest. It may be worthwhile to note that the said new Scheme has already been approved by the requisite class of Secured and Unsecured Creditors and is pending approval before the Hon''ble High Court of Delhi.

(ii) They have, in the selection of the accounting polices consulted the Statutory and Internal Auditors from time to time and have 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 period aforementioned and of the profit or loss of the Company for that period.

(iii) They have taken, proper and sufficient care, to the best of their knowledge and ability and consulted the Statutory as well Internal Auditors from time to time for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities for the financial year aforementioned.

(iv) The financial statement has been prepared on a going concern basis,

12. CODE OF CONDUCT

Pursuant to the requirements of clause 49 of Listing Agreement, the Board Members and Senior Management Personnel, have affirmed compliance with the Code of Conduct for the financial year ending 31s1 March, 2014.

13. INTERNAL CONTROL SYSTEM

The company has adequate internal control procedure proportionate to the nature of the business and size of its operations for the smooth conduct of its business. Internal audit is conducted at regular intervals and covers the key area of operations. The performance of the company is regularly viewed by the Board of directors to ensure that it is in keeping with the overall corporate policy and in line with pre-set objectives

14. PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of operations of the Company, no particulars are furnished in respect of conservation of energy and technology up graduation.

15. FOREIGN EXCHANGE EARNING AND OUTGO

There has been no foreign exchange income and outgo for the period of this report.

16. PARTICULARS OF EMPLOYEES

During the year ended March 31st, 2014, there was no employee drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956.

17. FORWARD LOOKING STAEMENTS

Certain statements describing the future outlook, industry structure, developments, projection, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Since the Company''s operation are influenced by many external and internal factors beyond the control of the company and its management. Important factors that could make the difference to the Company''s operation and future include RBI''s stance towards the company, outcome of the restructuring scheme, industry and economic conditions, changes in Govt, regulations, tax laws and other statues.

ACKNOWLEDGEMENTS

Yours Directors wish to place on records their sincere thanks and deep appreciation for the guidance, support, continued co-operation extended by the Banks specially the Reserve Bank of India, Central Bank of India, Punjab & Sind Bank, Induslnd Bank, Ministry of Company Affairs, Creditors, Shareholders, Debenture holders, fixed depositors and its Solicitors, advocates for their continued support and assistance.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees at all levels.exchanges.

On behalf ofthe Board of Directors

Sd/- Place: New Delhi OM PRAKASH GUPTA Date: 5th Dec,2014 (Chairman)

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Jun 30, 2011

The Directors present the Twentieth Annual Report of the Company together with the Audited Accounts for the 12 months period ended on June 30, 2011.

FINANCIAL RESULTS

The financial results for the period under review are for a period of twelve months:

PARTICULARS CURRENT YEAR PREVIOUS YEAR Ended on 30.06.11 Ended on 30.06.10 (Rs. in lacs) (Rs.in lacs)

Gross Income 328.34 311.78

Profit/(Loss) before depreciation 206.47 183.46

Depreciation 36.44 36.76

Profit/(Loss) before tax 170.03 146.71

Provision for tax - -

Profit/(Loss) before Extra ordinary items 170.03 146.71

Prior period adjustment 1.91 -0.15

Less: Provision on Investments - -

Net Profit/(Loss) 168.12 146.86

Profit/(Loss) brought forward from previous year (9163.26) (9310.11)

Surplus /(Loss) carried to Balance Sheet (8995.14) (9163.26)

Your Directors have pleasure in informing the members that the Company has posted a profit of Rs. 168.12 lacs, after adjusting prior period adjustments amounting to Rs. 1.91 lacs.

The Board of Directors have made conscious efforts for drawing the financial statements on the basis of sound, accepted and conservative accounting principles to ensure true and fair financial statements of the Company.

COMPANYS' AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS

The Statement of Company Affairs, operations, opportunities and threats, performance on the recoveries front and developments in the Scheme of Arrangement filed by the Company before the Hon'ble High Court of Delhi, have been elaborately and explicitly explained and dealt with in the Management Discussion and Analysis Report (which forms part of this report) and accordingly have not been repeated herein to avoid repetition

The Equity Shares of the Company are presently listed on the seven Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE). The Shares of the Company are compulsorily traded in dematerialized form.

The Directors had recommended the voluntary delisting of shares from other five stock exchanges i.e. ASE, MSE, DSE, CSE and JSE and the share holders in the AGM held on 30th December 2009 had approved the same, however steps for delisting could not be taken due to circumstances beyond control of the Company.

Due to sustained efforts made by your Company in recovery of dues from its customers and efforts for settlement of liabilities towards secured and unsecured creditors in particular the Fixed Deposit holders, the Reserve Bank of India (RBI) allowed your Company's application for grant of certificate for registration (COR) as NBFC to remain pending till 5th of March 2004, on which date RBI issued orders rejecting the Company's application for grant of Certificate of Registration (CoR). Your Company filed an appeal before the Appellate Authority in the Ministry of Finance and vide order dated 21st May 2004, the Appellate Authority directed the Reserve Bank of India to keep its order of rejection of CoR in abeyance for a period of six months during which the Company shall file the revised scheme for restructuring before appropriate authority or till the disposal of the Company's review petition by the Hon'ble Delhi High Court. Even though your Company's business plan as of now do not envisage any fresh aggressive fund based NBFC business exposure as it envisages exploring other business activities and NBFC activities shall be restricted to non fund bases business, apart from continuation of aggressive recovery from its defaulting customers.

RBI, against the orders of the Appellate Authority filed a Constitutional Writ before the Hon'ble High Court of Delhi at New Delhi and the Hon'ble Court granted stay on the operations of the orders of the Appellant Authority. RBI thereafter filed a Petition for winding up of the Company before the Hon'ble High Court of Delhi at New Delhi. Both the Petitions filed by RBI are pending adjudication and have been clubbed with the Scheme.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company is attached. The Directors' observation on the Auditors' Report are as under:

1. Provision of interest on certain liabilities covered under notes 5 (c), 5(e), 6(B), (C), (D), 7 (e), and 8 is in accordance with the Scheme of restructuring filed by the Company before the Hon'ble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Hon'ble Court.

2. Depletion in the value of Assets charged to Banks/Institution and Debentures covered under notes 5(a) and 6(E) relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company is in litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgements are not feasible.

3. The default in repayment to depositors as mentioned in note7(a) and Para 6 in CARO report is comprehensively covered by the Scheme of Arrangement filed before the Hon'ble High Court of Delhi and approved by the creditors at their meetings held under the directions of the Hon'ble Delhi High Court.

4. Maintenance of minimum liquid assets covered under note 7(f) Due to the liquidity crisis and default in payment to fixed depositors, the liquid assets held by the Company had to be used for payment to depositors. Thereafter, the Company has made application to the RBI as well as the Hon'ble Company Law Board for exemption from maintaining minimum liquid assets.

5. Provision of Non Performing Assets as per RBI norms under Note 9: Though keeping in line with the philosophy and experiences during the years, that recoveries have been made even from the assets which were classified as Non Performing as per the Prudential Norms of RBI. The total NPA provisions as on date of Balance Sheet aggregates to Rs. 1556.79 lacs. This is to give a more realistic picture of the receivable of the Company and will also put more stress on recovery. Accordingly it is deemed expedient that the provision for non-performing assets may be made at a realistic level. The Director's view is that assessment of recoverable should depend on the estimate of the recovery matters, financial position of the defaulting customers and payment by the Customer in the subsequent years and the present negotiations/ commitment with/ by the customers. Non reconciliation of stock in trade –Note 11, the stocks in trade are primarily from share division customer accounts and bad delivery of shares, which used to be in physical form at that time and hence complete reconciliation has not been done however reconciliation is under process.

6. Going Concern Basis – Note 13: In accordance with section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis. In light of the fresh scheme of restructuring pending before the Hon'ble Delhi High Court, the Company has plans for future business and income generation. Accordingly it is not only prudent but also imperative to draw the financial statement based on such Going Concern basis. The Scheme seeks to restructure relying on debt equity swaps and profits earned by engaging in service oriented, fee based business leading to progressive reduction in the debt of the Company. The Scheme of Arrangement would not only enable the Company to wipe out its debts but will also enable it to reduce carry forward losses to be a profitable entity. Further in accordance with amended Section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis.

7. Balance confirmation & Un-Reconciled Balances – Note 14(a) & 14 (b): As the Company is under litigation for a majority of bills receivable and payables, and the matters are sub- judice, confirmations and acknowledgments are not feasible.

8.Rental receivable: With reference to Clause 5(f) of the auditor's report , there are certain disputes with the tenant and the company and the matter is pending arbitration .

9. Stock in trade : With reference to Clause 5(f) of the auditor's report, efforts are on to get transferred these shares held under bad delivery in the name of the company and the value of these shares are much higher than considered in the books.

10. Director remuneration: Note 15- The Company could not file application for approval of remuneration of director in the absence of NOC from the financial institutions , however the same has been filled and the approval is awaited.

11. Note 18 on Contingent liabilities: The Company is contesting claims lodged against it not acknowledged as debts including claims on account of securitization transaction and underwriting obligations. Rest of the contingent liabilities are being addressed through the Scheme. Claim of Rs 1 Cr filed against the company by the tenant and the matter is pending before arbitrator.

All the other notes are self-explanatory.

AUDITOR'S

M/s V.Sahai Tripathi& Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They have furnished a Certificate to the effect that their re-appointment, if made, will be within the limits specified under section 224(1B) of the Companies Act, 1956.

DIVIDEND

In view of the accumulated losses in the past years, the Directors regret their inability to recommend dividend for the period under review.

DIRECTORS

There was no change in the Directors during the year. In accordance with the provision as contained in Section 256 of the Companies Act 1956, & Article of Association, Mr. Om Prakash Gupta, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Om Prakash Gupta was appointed as Director, liable to retire by rotation, at the AGM held on 16.12.2008 and holds the office as such up to the date of the ensuing Annual General Meeting.

Mr. S.K. Sharma is proposed to be re-appointed as Whole Time Director designated as "Executive Director" of the Company, subject to approval of members and the Central Government.

Keeping in view the experience of Mr. Sharma, requirement of Companies Act, 1956, and challenges ahead, your Director's recommend appointment of Mr. Sharma as the Executive director of the Company for three years.

LISTING AGREEMENT COMPLIANCES

I. The Company is presently listed at Stock Exchanges at Ahmedabad, Calcutta, Chennai,

Delhi, Jaipur, Bombay and the National Stock Exchange. Due to Financial constraints, the Company is in arrears of listing fees to the Stock Exchanges at Ahmedabad, Calcutta, Chennai, Delhi and Jaipur and also applied for delisting its shares from these Stock Exchanges because of non-availability of nation wide terminals and there is no suffering to the investors for trading & it will reduce the cost to your company. However, the trading on National Stock Exchange is suspended since October, 2010 due to certain queries raised by the National Stock Exchange and reply to same has been made. The Company is in constant touch with the National Stock Exchange and progressing towards revocation of suspension of trading on National Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report and report on Corporate Governance form an integral part of this report. The Certificate from the Auditors of the Company certifying compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges is also annexed to the Report on Corporate Governance. Though the Company is complying with all the requirements of the Listing Agreement, yet your company had been served a Show Cause Notice from Securities & Exchange Board of India (SEBI) for non-compliance of Clause 49 III of the Listing Agreement. The Show Cause Notice states that your Company has not appointed an independent Director on the Board of Directors of its material Subsidiary Company. Further, the audit committee of the listed holding company shall also review the financial statements, in particular the investments made by the unlisted subsidiary Company. The Show Cause Notice further states that your company has not complied with the requirements of Clause 49 ID of the Listing Agreement which states that the Board shall lay down a code of conduct for all Board Members and senior management personnel shall affirm compliance with the code on an annual basis.

Your company has replied to the show cause notice wherein it has been stated that the company is complying with the requirements of the Clause 49 of the Listing Agreement, however since your company has defaulted in paying its depositors, all its Directors are disqualified under section 274 (1)(g) of the Companies Act, 1956, hence the Directors on the Board of Directors of your Company cannot become the Directors on the Board of any Public Limited Company. As regards the Code of Conduct for all Board Members and senior management personnel and affirmation by senior management personnel with the code on annual basis, the company is complying with the same and the website of your company is also operational. As per communication received from SEBI, SEBI seems to be satisfied with the reply submitted by the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is confirmed that for the twelve months period ended on June 30, 2011:

(i) In the preparation of the Annual Accounts, the Company has followed the applicable Accounting Standards and there are no material departure except for non-payment of interest and discounting charges, which is in line with the new scheme of restructuring u/s 391-394 filed by the Company, which envisages waiver of Interest. It may be worthwhile to note that the said new Scheme has already been approved by the requisite class of Secured and Unsecured Creditors and is pending approval before the Hon'ble High Court of Delhi.

(ii) They have, in the selection of the accounting polices consulted the Statutory and Internal Auditors from time to time and have 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 period aforementioned and of the profit or loss of the Company for that period.

(iii) They have taken, proper and sufficient care, to the best of their knowledge and ability and consulted the Statutory as well Internal Auditors from time to time for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities for the financial year aforementioned.

(iv) The financial statement has been prepared on a going concern basis.

SUBSIDIARY COMPANY

The Accounts of the Subsidiary Company for the year ended on June 30, 2011 is attached herewith. Statement in pursuance of section 212 is also annexed.

Your Company had not made any loans to its subsidiary for the year ended 30th June 2011.

FIXED DEPOSITS

During the year under review, the Company had not invited any fixed deposits.

Unclaimed / Unpaid deposits as on 30th June 2011 are Rs.3.51 Crores (3639 depositors) and Rs.56.38 Crores (50928 depositors) respectively. The fixed deposit liability of the Company is proposed to be settled in the manner and in accordance with the Scheme of restructuring filed by the Company, which is pending before the Hon'ble Delhi High Court.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of operations of the Company, no particulars are furnished in respect of conservation of energy and technology up gradation.

FOREIGN EXCHANGE EARNING AND OUTGO

There has been no foreign exchange income and outgo for the period of this report.

PERSONNEL

During the year ended June 30, 2011, there was no employee drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956.

FORWARD LOOKING STAEMENTS

Certain statements describing the future outlook, industry structure, developments, projection, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Since the Company's operation are influenced by many external and internal factors beyond the control of the company and its management. Important factors that could make the difference to the Company's operation and future include RBI's stance towards the company, outcome of the restructuring scheme, industry and economic conditions, changes in Government regulations, tax laws and other statues.

ACKNOWLEDGEMENTS

Your Directors wish to place on records their sincere thanks and deep appreciation for the guidance, support, continued co-operation extended by the Banks specially the Reserve Bank of India, Central Bank of India, Punjab & Sind Bank, IndusInd Bank, Ministry of Corporate Affairs, Creditors, Shareholders, Debenture holders, fixed depositors and its Solicitors, advocates for their continued support and assistance.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees at all levels.

For & on behalf of the Board of Directors

Sd/- Place : New Delhi (Arif Beg) Date: December 5th, 2011 Chairman

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Jun 30, 2010

The Directors present the Nineteenth Annual Report of the Company together with the Audited Accounts for the 12 months period ended on June 30,2010.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR PREVIOUS YEAR (12 months) (12months) (Rs. In lacs) (Rs. in lacs)

Gross Income 311.78 432.13

Profit/(Loss) before depreciation 183.46 264.42

Depreciation 36.76 36.42

Profit/(Loss) before tax 146.71 228

Provision for tax 0 0.82

Proffl/(Loss) before Extra ordinary items 146.71 227.18

Prior period adjustment (0.15) 1.99

Less: Provision on Investments 0 32.12

Net Profit/(Loss) 146.86 193.07

Profity(Loss) brought forward from previous year (9310.12) (9503.19)

Surplus/(Loss) carried to Balance Sheet (9163.27) (9310.12)

Your Directors have pleasure in informing the members that the Company has posted a profit of Rs. 146.86 lacs, after adjusting prior period adjustments amounting to Rs.(0.15) lacs.

The Board of Directors have made conscious efforts for drawing the financial statements on the basis of sound, accepted and conservative accounting principles to ensure true and fair financial statements of the Company.

COMPANYS AFFAIRS / OPERATIONS / MATERIAL DEVELOPMENTS

The Statement of Company Affairs, operations, opportunities and threats, performance on the recoveries front and developments in the Scheme of Arrangement filed by the Company before the Honble High Court of Delhi, have been elaborately and explicitly explained and dealt with in the Management Discussion and Analysis Report (which forms part of this report) and accordingly have not been repeated herein to avoid repetition.

The Equity Shares of the Company are presently listed on the seven Stock Exchanges including The Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE). The Shares of the Company are compulsorily traded in dematerialized form.

The Directors had recommended the voluntary delisting of shares from other five stock exchanges i.e. ASE, MSE, DSE, CSE and JSE and the share holders in the AGM held on 30" December 2004 had approved the same, however steps for delisting could not be taken due to circumstances beyond control of the Company.

Due to sustained efforts made by your Company in recovery of dues from its customers and efforts for settlement of liabilities towards secured and unsecured creditors in particular the Fixed Deposit holders, the Reserve Bank of India (RBI) allowed your Companys application for grant of certificate for registration (COR) as NBFC to remain pending till 5th of March 2004, on which date RBI issued orders rejecting the Companys application for grant of Certificate of Registration (CoR). Your Company filed an appeal before the Appellate Authority in the Ministry of Finance and vide order dated 21st May 2004, the Appellate Authority directed the Reserve Bank of India to keep its order of rejection of CoR in abeyance for a period of six months during which the Company shall file the revised scheme lor restructuring before appropriate authority or till the disposal of the Companys review petition by the Honble Delhi High Court. Even though your Companys business plan as of now do not envisage any fresh aggressive fund based NBFC business exposure as it envisages exploring other business activities and NBFC activities shall be restricted to non fund bases business, apart from continuation of aggressive recovery from its defaulting customers.

RBI, against the orders of the Appellate Authority filed a Constitutional Writ before the Honble High Court of Delhi at New Delhi and the Honble Court granted stay on the operations of the orders of the Appellant Authority. RBI thereafter filed a Petition for winding up of the Company before the Honble High Court of Delhi at New Delhi. Both the Petitions filed by RBI are pending adjudication and have been clubbed with the Scheme.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company is attached. The Directors observation on the Auditors Report are as under: -

1. Provision of interest on certain liabilities covered under notes 5 (c), 5(e), 6(B), (C), (D), 7 (e), and 8 is in accordance with the Scheme of restructuring filed by the Company before the Honble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Honble Court.

2. Depletion in the value of Assets charged to Banks/Institution and Debentures covered under notes 5(a) and 6(E) relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company is in litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgements are not feasible.

3. The default in repayment to depositors as mentioned in note7(a) and para 6 in CARO report is comprehensively covered by the Scheme of Arrangement filed before the Honble High Court of Delhi and approved by the creditors at their meetings held under the directions of the Honble Delhi High Court.

4. Maintenance of minimum liquid assets covered under note 7(f): Due to the liquidity crisis and default in payment to fixed depositors, the liquid assets held by the Company had to be used for payment to depositors. Thereafter, the Company has made application to the RBI as well as the Honble Company Law Board for exemption from maintaining minimum liquid assets.

5. Provision of Non Performing Assets as per RBI norms under Note 9: Though keeping in line with the philosophy and experiences during the years, that recoveries have been made even from the assets which were classified as Non Performing as per the Prudential Norms of RBI. The total NPA provisions as on date of Balance Sheet aggregates to Rs. 1556.79 lacs. This is to give a more realistic picture of the receivable of the Company and will also put more stress on recovery. Accordingly it is deemed expedient that the provision for non-performing assets may be made at a realistic level. The Directors view is that assessment of recoverable should depend on the estimate of the recovery matters, financial position of the defaulting customers and payment by the Customer in the subsequent years and the present negotiations/ commitment with/ by the customers. Non reconciliation of stock in trade -Note 11, the stocks in trade are primarily from share division customer accounts and bad delivery of shares, which used to be in physical form at that time and hence complete reconciliation has not been done however reconciliation is under process.

6. Going Concern Basis - Note 13: In accordance with section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis. In light of the fresh scheme of restructuring pending before the Honble Delhi High Court, the Company has plans for future business and income generation. Accordingly it is not only prudent but also imperative to draw the financial statement based on such Going Concern basis. The Scheme seeks to restructure relying on debt equity swaps and profits earned by engaging in service oriented, fee based business leading to progressive reduction in the debt of the Company. The Scheme of Arrangement would not only enable the Company to wipe out its debts but will also enable it to reduce carry forward losses to be a profitable entity. Further in accordance with amended Section 217 (2AA) of the Companies Act, 1956, the financial statements are required to be made on going concern basis.

8. Balance confirmation & Un-Reconciled Balances - Note 14(a) & 14 (b): As the Company is under litigation for a majority of bills receivable and payables, and the matters are sub-judice, confirmations and acknowledgments are not feasible.

9. Rental receivable: With reference to Clause 5(f) of the auditors report , there are certain disputes with the tenant and the company is following up with the tenant to recover/settle thedues.

10. Stock in trade: With reference to Clause 5(f) of the auditors report, efforts are on to get transferred these shares held under bad delivery in the name of the company and the value of these shares are much higherthan considered in the books.

11. Director remuneration: Note 15-The Company could not file application for approval of remuneration of director in the absence of NOC from the financial institutions , which is a pre-requisite for filing the application. The company is following up for the NOC from the institutions for necessary approval.

12. Note 18 on Contingent liabilities: The Company is contesting claims lodged against it not acknowledged as debts including claims on account of securitization transaction and underwriting obligations. Rest of the contingent liabilities are being addressed through the Scheme. Claim of Rs 1 Cr filed against the company by the tenant. To settle the claim, the company is negotiating

All the other notes are self-explanatory.

AUDITORS

M/s V.Sahai Tripathi & Co., Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. They have furnished a Certificate to the effect that their re- appointment, if made, will be within the limits specified under section 224(1 B) of the Companies Act, 1956.

DIVIDEND

In view of the accumulated losses in the past years, the Directors regret their inability to recommend dividend for the period under review.

DIRECTORS

There was no change in the Directors during the year. In accordance with the provision as contained in Section 256 of the Companies Act 1956, & Article of Association, Mr. Arif Baig, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. _

Mr Arif Baig was appointed as Director, liable to retire by rotation, at the AGM held on 14" Dec,2007 and hold the office as such upto the date of the Annual General Meeting.

LISTING AGREEMENT COMPLIANCES

The Company is presently listed at Stock Exchanges atAhmedabad, Calcutta, Chennai, Delhi, Jaipur, Mumbai and the National Stock Exchange. Due to Financial constraints, the Company is in arrears of listing fees to the Stock Exchanges atAhmedabad, Calcutta,

Chennai, Delhi and Jaipur and also applied for delisting its shares from these Stock Exchanges because of availability of nation wide terminals of NSE & BSE and there is no suffering to the investors for trading & it will reduce the cost to your company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report and report on Corporate Governance form an integral part of this report. The Certificate from the Auditors of the Company certifying covnpiiance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges is also annexed to the Report on Corporate Governance. Though the Company is complying with all the requirements of the Listing Agreement, yet your company had been served a Show Cause Notice from Securities & Exchange Board of India (SEBI) for non-compliance of Clause 49 III of the Listing Agreement. The Show Cause Notice states that your Company has not appointed an independent Director on the Board of Directors of its material Subsidiary Company. Further, the audit committee of the listed holding company shall also review the financial statements, in particular the investments made by the unlisted subsidiary company. The Show Cause Notice further states that your company has not complied with the requirements of Clause 49 ID of the Listing Agreement which states that the Board shall lay down a code of conduct for all Board Members and senior management personnel shall affirm compliance with the code on an annual basis.

Your company has replied to the show cause notice wherein it has been stated that the company is complying with the requirements of the Clause 49 of the Listing Agreement, however since your company has defaulted in paying its depositors, all its directors are disqualified under section 274 (1)(g) of the Companies Act, 1956, hence the Directors on the Board of Directors of your Company cannot become the Directors on the Board of any Public Limited Company. As regards the Code of Conduct for all Board Members and senior management personnel and affirmation by senior management personnel with the code on annual basis, the company is complying with the same and the website of your company is also operational. As per communication received from SEBI, SEBI seems to be satisfied with the reply submitted by the company.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is confirmed that for the twelve months period ended on June 30,2010:

(i) In the preparation of the Annual Accounts, the Company has followed the applicable

Accounting Standards and there are no material departure except for non-payment of interest and discounting charges, which is in line with the new scheme of restructuring u/s 391-394 filed by the Company, which envisages waiver of Interest. It may be worthwhile to note that the said new Scheme has already been approved by the requisite class of Secured and Unsecured Creditors and is pending approval before the Honble High Court of Delhi.

(ii) They have, in the selection of the accounting polices consulted the Statutory and Internal Auditors from time to time and have 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 period aforementioned and of the profit or loss of the Company for that period.

(iii) They have taken, proper and sufficient care, to the best of their knowledge and ability and consulted the Statutory as well Internal Auditors from time to time for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities for the financial year aforementioned.

(iv) The financial statement has been prepared on a going concern basis.

SUBSIDIARY COMPANY

The Accounts of the Subsidiary Company for the year ended on June 30, 2010 is attached herewith. Statement in pursuance of section 212 is also annexed.

Your Company had not made any loans to its subsidiary for the year ended 30" June 2010.

FIXED DEPOSITS

During the year under review, the Company had not invited any fixed deposits.

Unclaimed / Unpaid deposits as on 30" June 2010 are Rs.3.51 Crores (3641 depositors) and Rs.56.42 Crores (50930 depositors) respectively. The fixed deposit liability of the Company is proposed to be settled in the manner and in accordance with the Scheme of restructuring filed by the Company, which is pending before the Honble Delhi High Court.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of operations of the Company, no particulars are furnished in respect of conservation of energy and technology up gradation.

FOREIGN EXCHANGE EARNING AND OUTGO

There has been no foreign exchange income and outgo for the period of this report.

PERSONNEL

During the year ended June 30, 2010, there was no employee drawing remuneration in excess of the amount prescribed under section 217(2A) of the Companies Act, 1956.

FORWARD LOOKING STAEMENTS

Certain statements describing the future outlook, industry structure, developments, projection, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Since the Companys operation are influenced by many external and internal factors beyond the control of the company and its management. Important factors that could make the difference to the Companys operation and future include RBIs stance towards the company, outcome of the restructuring scheme, industry and economic conditions, changes in Govt, regulations, tax laws and other statues.

ACKNOWLEDGEMENTS

Yours Directors wish to place on records their sincere thanks and deep appreciation for the guidance, support, continued co-operation extended by the Banks specially the Reserve Bank of India, Central Bank of India, Punjab & Sind Bank, Induslnd Bank, Department of Company Affairs, Creditors, Shareholders, Debenture holders, fixed depositors and its Solicitors, advocates for their continued support and assistance.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees at all levels.

For & on behalf of the Board of Directors

Place: New Delhi Arif Baig

Date: 7th December 2010 (Chairman)