Directors Report of Dhruva Capital Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Board’s Report of your Company together with the Audited Financial Statements and the Auditors’ Report for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended on 31^st March, 2024 is summarized below:

For the year ended	31-03-2024	31-03-2023
Income From Operations	114.73	25.12
Other Income	00.15	00.40
Gain on Sale of Assets, Shares and Rural Agricultural Land (Exceptional Items)	436.83	0.00
Operational Expenses	23.74	18.37
Depreciation & Amortization expenses	0.60	00.18
Profit/Loss before exceptional items & Tax	527.37	6.97
Exceptional Items	83.94	00.00
Profit/Loss before exceptional items & Before Tax	443.43	6.97
Provision for taxation
1. Current Taxes	17.98	01.11
2. Deferred Taxes	-0.22	00.26
Profit / Loss after Tax	425.67	05.60
Balance carried to Balance Sheet	425.67	05.60

2. PERFORMANCE:

The Net profit of the Company during the year under review was Rs. 425.67 lakhs as compared to Net Profit of Rs. 5.60 Lakhs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK:

Interest was the major source of earning during this year. The initiative as taken by the Company to Improve its operations in the coming financial years are good. Your Company is intensifying its focus on the NBFC business & liquidate its real estate investment.

3. PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

4. TRANSFER TO RESERVE

During the year under review, the Company has transferred the net profit of Rs. 425.67 lakhs to Reserve and Surplus of the Company.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

6. DIVIDEND

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors state:

(i) that in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis;

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

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

8. SHARES CAPITAL:

a. CHANGES IN SHARE CAPITAL

The Paid Up Equity Share Capital as on 31^st March 2024 was Rs. 4,06,17,000/-.

During the year under review, The company has allotted 8,00,000 Equity shares of Rs. 10/- each at a price of Rs. 40/- (including premium of Rs. 30/-) each on Preferential Allotment basis to non-promoters on 13^th April, 2023.

b. ISSUE OF SWEAT EQUITY SHARES

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

c. ISSUE OF EMPLOYEES STOCK OPTION PLAN

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

d. ISSUE OF EQUITY SHARES WITH DIFFERNTIAL RIGHTS

The Company has not issued any Equity shares with differential rights during the period under review.

9. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year under review, were on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all Related Party Transactions.

Further, your Company has not entered into any arrangement / transaction with related parties which could be considered material in accordance with the SEBI Listing Regulations and the provisions of the Act. All contracts executed by our Company during the financial year with related parties were on arm’s length basis and in the ordinary course of business.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary, Joint Venture and Associate Company.

11. ANNUAL RETURN

As required pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of Annual Return is uploaded on the website of the Company at www.dhruvacapital.com

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kailash Karnawat, Director of the Company, in terms of section 152(6) of the Companies Act 2013, being eliaible offers himself for the re-appointment, on retirement by rotation at the ensuing AGM.

DIN/PAN	Name	Particulars of Change	Appointment/ Cessation date
00301108	Mrs. Meena Karnawat	Resigned	10/07/2024
00863821	Mr. Ashok Kumar Doshi	Resigned	10/07/2024
07000988	Mr. Upendra Tater	Resigned	10/07/2024
10414115	Ms. Rachana Suman Shaw	Appointed as Wholetime Director	10/07/2024
01895499	Mr. Shreeram Bagla	Appointed as Wholetime Director	10/07/2024
10414606	Mr. Sridhar Bagla	Appointed as Wholetime Director	10/07/2024
10435916	Mr. Altab Uddin Kazi	Appointed as Additional Director	10/07/2024
07043618	Mrs. Hitu Gambhir Mahajan	Appointed as Additional Director	10/07/2024
06624722	Mr. Prodyut Purkait	Appointed as Additional Director	10/07/2024

13. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-24 the Board of Directors of the Company duly met six (7) Times i.e. 13.04.2023, 30.05.2023, 13.07.2023, 14.08.2023, 08.09.2023, 14.11.2023 and 12.02.2024. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

Further the status of attendance of Board Meeting by each Director is as follows:

S.No.	Name of Director	No. of Board Meeting entitled to attend	No. of Board Meeting attended
1	Mr. Kailash Karnawat	7	7
2	Mrs. Meena Karnawat*	7	7
3	Mr. Ashok Kumar Doshi*	7	7
4	Mr. Upendra Tater*	7	6

14. AUDIT COMMITTEE

The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 is as follows:-

S. No.	Name	Category	Designation
1.	Mr. Ashok Kumar Doshi	Independent Director	Chairman
2.	Mr. Upendra Tater	Independent Director	Member
3.	Mr. Kailash Karnawat	Managing Director	Member

Meeting

The Audit Committee met 4 (four) times during the period under review i.e. on 30.05.2023, 14.08.2023, 14.11.2023 and 12.02.2024.

The attendance of members at the meetings held during the period under review were as follows:

S. No.	Name of Member	No. of meetings held	No. of meetings attended
1.	Mr. Ashok Kumar Doshi	4	4
2.	Mr. Upendra Tater	4	4
3.	Mr. Kailash Karnawat	4	4

15. NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 is as follows :-

S. No.	Name	Category	Designation
1.	Mrs. Meena Karnawat	Director	Chairman
2.	Mr. Ashok Kumar Doshi	Independent Director	Member
3.	Mr. Upendra Tater	Independent Director	Member

Meeting

One Meeting of Nomination and Remuneration Committee were held on 14.08.2023 during the period under review.

The attendance of members at the meetings held during the period under review were as follows:

S. No.	Name of Member	No. of meetings held	No. of meetings attended
1.	Mrs. Meena Karnawat	1	1
2.	Mr. Ashok Kumar Doshi	1	1
3.	Mr. Upendra Tater	1	1

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 is as follows:-

S. No.	Name	Category	Designation
1.	Mr. Upendra Tater	Independent Director	Member/Chairman
2.	Mr. Kailash Karnawat	Director	Member
3.	Mr. Ashok Kumar Doshi	Independent Director	Member

Meeting

One Meeting of Stakeholders Relationship Committee was held on 14.08.2023 during the period under review.

The attendance of members at the meetings held during the period under review were as follows:

S. No.	Name of Member	No. of meetings held	No. of meetings attended
1.	Mr. Upendra Tater	1	1
2.	Mr. Kailash Karnawat	1	1
3.	Mr. Ashok Kumar Doshi	1	1

17. BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Companies Act, 2013 and rules made thereunder, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate), Board as a whole, and following Committees of the Board of Directors:

i) Audit Committee;

ii) Nomination and Remuneration Committee; and

iii) Stakeholders Relationship Committee.

The extract of the policy on evaluation of performance of the Board, its Committees and Independent Directors is placed on the website of the Company at www.dhruvacapital.com

18. STATUTORY AUDITORS AND THE AUDITORS’ REPORT:

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company, at its 29^th Annual General Meeting (AGM) held on September 30, 2023, had appointed M/s. Mahendra Subhash & Co., Chartered Accountants (Firm Registration Number 324346E) as Statutory Auditors to hold office from the conclusion of the 29^th Annual General Meeting until the conclusion of the 34^th Annual General Meeting of the Company. Accordingly, M/s. Mahendra Subhash & Co., Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the 34^th Annual General Meeting.

The Auditors’ Report is self-explanatory and hence does not require any further clarification from the Board of Directors. The Report does not contain any reservation or adverse remark or disclaimer or qualified opinion which requires any explanation from the Board.

There is no fraud in the Company during the period under review and this is also being supported by the Statutory Auditors Report as no fraud has been reported in their Audit Report for the Financial Year ended on 31st March, 2024.

19. COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.

20. SECRETARIAL AUDITORS

The Company has appointed Mr. Mohit Vanawat, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is attached to this report in Form MR-3. There are no adverse opinion or remarks in the said report and therefore do not require any clarification/ explanation from the Board of Directors.

21. RISK MANAGEMENT

The Company has a robust Risk Management Policy which identifies and evaluates the business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives.

The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. The Risk Management Policy is made available on the website of the company at www .dhruvacapital .com .

22. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATMENETS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies relating to Internal Controls over financial statements.

For the year ended 31^st March, 2024, the Board is of the opinion that the Company has put in place Internal Financial Controls to ensure accuracy and completeness of accounting records, preparation of timely and reliable financial information so as to substantially reduce the risk of material misstatements and inaccuracies in the Company’s Financial Statements.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the year under review hence there is no requirement to comply with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014.

24. CODE OF CONDUCT AND NON APPLICABILITY OF CORPORATE GOVERNANCE CODE:

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Key Executives. The said Code of Conduct is available on Company’s Website. A report on Corporate Governance under Regulations 17 to 27 is not being given since the Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

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

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

a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	Being a service provider, the
(ii)	the steps taken by the Company for utilizing alternate sources of energy	Company requires minimal energy and every endeavor is made to
(iii)	the capital investment on energy conservation equipment’s	ensure the optimum use of energy so that wastage of energy can be avoided.

b) Technology absorption

(i)	the efforts made towards technology absorption	-
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	-
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A.
	(a) the details of technology imported	-
	(b) the year of import;	-
	(c) whether the technology been fully absorbed	-
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
(iv)	the expenditure incurred on Research and Development	-

c) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year:- NIL The Foreign Exchange outgo during the year in terms of actual outflows:- NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulation 2015, the Company has adopted a Vigil Mechanism / Whistle Blower Policy for employees and directors of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through a letter to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and employees to raise their concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

The details of the Policy is available on the website of the Company at www.dhruvacapital .com

27. PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year, or a part of the financial year were getting remuneration in excess of the threshold mentioned under Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration) Rules, 2014.

28. SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

29. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders has been passed by any Regulators or Courts or Tribunals affecting the going concern status and Company’s operations in future.

30. MATERIAL CHANGES & COMMITMENTS

During the year under review Mr. Shreeram Bagla, Mrs. Rachana Suman Shaw and Mr. Sridhar Bagla (the Acquirers) on June 28^th, 2023 executed a Share Purchase Agreement with the Promoters & Promoters Group of the Company, for sale/transfer of 22,00,800 Equity shares at a negotiable price of Rs. 55.00/- per sale share, held by Promoters and Promoters Group in the Company subject to the approval of SEBI, RBI and other regulatory Authorities as may be applicable.

Further the Acquirers has announced an open offer for acquisition of up to 10,56,042 Equity Shares to the Public Shareholder, at an offer price of Rs. 55.00/- per Equity share and to that effect, the detailed public announcement dated 05.07.2023 have been made through open offer by M/s. Swaraj Shares & Securities Private Limited for and on behalf of the Acquirers.

On January 16^th, 2024 your Company has received the requisite approval from Reserve Bank of India for change in control and management of the Company.

31. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has adopted a Policy as per the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received/pending relating to sexual harassment during the year under review.

32. MARKET PRICE DATA AND PERFORMANCE COMPARISON

The market price High and Low during financial year 2023-24 in BSE Limited is as follows:-

Month of Trading	High (in INR)	Low (in INR)
April	57.75	35.85
May	54.72	44.59
June	56.18	32.81

July	68.26	58.98
August	68.26	68.26
September	111.25	68.26
October	111.25	68.26
November	144.57	89.00
December 23	214.25	147.45
January 24	319.15	210.00
February 24	412.45	325.50
March 24	485.20	311.25

Distribution details on shares for the period 31.03.2024 INE972E01014

Shares	Holders		Shares
	Number	% of Total	No. of Shares	% of Total
Upto- 500	907	82.6047	1167830	2.8752
5001-1000	98	8.9253	836430	2.0593
1001-2000	33	3.0055	509590	1.2546
2001-3000	14	1.2750	355450	0.8751
3001-4000	4	0.3643	134560	0.3313
4001-5000	3	0.2732	148000	0.3644
5001-10000	12	1.0929	846100	2.0831
10001 and above	27	2.4590	36619040	90.1569
Total	1098	100	40617000	100

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:-

INDUSTRY STRUCTURE & DEVELOPMENT

NBFCs have increasingly been playing a significant role in financial intermediation by complementing and competing with banks, and by bringing efficiency and diversity into the financial ecosystem. NBFCs enjoy greater operational flexibility to take up a wider scale of activities, enter new geographies and sectors and thus grow their operations.

OPPORTUNITIES & THREATS:

Fluctuations in the interest rate in economy has created uncertainty in the business of finance. The biggest threat for Non-Banking Finance Companies arise from the vast gap existing between demand and supply.

Another threat for Non-Banking Finance Companies comes from increased competition from banking industry, which is in a position to lend at competitive rates due to availability of huge funds at a cheaper cost. The Company expect stable interest rates in the coming period and is confident of meeting the challenges by increasing volume of business at nominal margin.

RISK AND CONCERNS:

Like any other industry, the Company''s business is also exposed to various business risks.

Continuous efforts are made to reduce the cost of funds, increase the volume of the business and to control the NPAs within a bearable limit to minimize the impact of declining spread.

DISCUSSION ON FINANCIAL PERFORMANCE:

The financial performance of the Company for the year has been discussed in the Director''s Report and cash-flow statements annexed with the Annual Accounts.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The relation between the Company and its employees remained cordial through-out the year and the management expects the same to continue and receive full support and cooperation from its employees in future also.

34. LISTING AGREEMENT:

The Equity shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). Your Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

35. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Board consists of the following Independent Directors:-

1. Mr. Ashok Kumar Doshi

2. Mr. Upendra Tater

Pursuant to section 149(7) of the Companies Act, 2013, the Independent Directors have given their disclosure that they meet the criteria of independence as provided in sub-section 149(6) of the Act in the First Board Meeting of the Financial Year.

There is no change in the policy containing terms and conditions for the appointment of Independent Directors enclosed herewith and also available on the website of the Company at www.dhruvacapital .com

The separate meetings of Independent Directors were held on 12.02.2024 in which all two independent Directors were present.

36. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

37. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

40. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and support received from the various Government Authorities, the Banks / Financial Institutions and other stakeholders such as, members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of DHRUVA CAPITAL SERVICES LIMITED

Sd/- Sd/-

Place: Udaipur Kailash Karnawat Shreeram Bagla

Date: August 31, 2024 Managing Director Whole Time Director

DIN No.:00300998 DIN No.: 01895499

---

Mar 31, 2023

The Directors have pleasure in presenting the 29" Board''s Report of your Company together with the Audited Financial Statements and the Auditors'' Report for the financial year ended on 31 March. 2023.

I. FINANCIAL RESULTS

The Company''s financial performance for the vear ended on 31 March, 2023 is summarized below:

		(Rs.in Lakhs)
For the year ended	31-03-2023	31-03-2022
Income From Operations	25.12	25.45
Other Income	00.40	00.50
Operational Expenses	18.36	16.10
Profit-’Loss before Dcp. Tax & Misc. Expenses	07.15	09.49
Depreciation & Misc. Exp. W/ofT	00.18	00.18
Provision for taxation
1. Current Taxes	01.11	02.21
2. Deferred Taxes	00.26	(02.10)
Profit / Loss after Tax	05.60	09.56
Balance carried to Balance Sheet	05.60	09.56

2. PERFORMANCE:

The Net profit of the Company during the year under review was Rs. 5.60 lakhs as compared to Net Profit ofRs. 9.56 Lakhs in the previous year.

REVIEWOFOPERATIONS&FUTURE OUTLOOK:

Interest was the major source of earning during this year. The initiative as taken by the Company to Improve its operations In the coming financial years are good. Your Company is intensifying its focus on the NBFC business & liquidate its real estate investment.

3. PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules. 2014.

4. TRANSFER TO RESERVE

During the year under review, the Company has transferred the net profit of Rs. 5.60 lakhs to Reserve and Surplus of the C ompany.

5. CHANCE IN THE NATURE OF BUSINESS, IF ANY

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

6. DIVIDEND

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134( 3Kc) read with Section 134(5) of the Act. the Directors state:

(i) That in the preparation of the annual accounts for the Financial Year ended March 31.2023. the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofyour Company as at March 31.2023 and of the profit of the company for that period;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis;

(v) That proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That proper systems to ensure compliance with the provisions ofall applicable laws w ere in place and that such systems were adequate and operating effectively.

8. SHARE CAPITAL:a. CHANGES IN SHARE CAPITAL

The Paid Up Equity Share Capital as on 31 ‘ March 2023 was Rs. 3.26.17.000/-.

During the year under review. The company has increased its Authorized Share Capital from Rs. 3.50,00.000''- to Rs. 4.50.00.000/- in an EGM held on 28/01/2023.Also in the meeting. Shareholders of the Company has authorized board of directors to issue 8.00.000 Equity shares of Rs. 10/- each at a price of Rs. 40/- (including premium of Rs. 30/-) each on Preferential Allotment basis to non-promoters. However, the allotment was not made during the financial year 2022-23.

b. ISSUE OF SWEAT EQUITY SHARKS

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

c. ISSUE OF EMPLOYEES STOCK OPTION PLAN

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

d. ISSUE OF EQUITY SH ARES WITH 1)1 FFERNT1AL RIGHTS

The Company has not issued any Equity shares with differential rights during the period under review.

0. RELATED PARTY TRANSACTIONS

During the year, the Company has incurred transactions with related parties. However they were not potentially in conflict with interest of the Company. There is no materially significant related party transactions made by the Company with related parlies during the year under review, hence no details arc required to be provided in Form AOC-2 as prescribed under Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules. 2014.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary. Joint Venture and Associate Company.

11. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act. 2013 and Rule 12(1) of the Companies (Management and Administration) Rules. 2014 a copy of Annual Return is uploaded on the website of the Company at www.dhruvacapital.com

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Meena Karnawat. Director of the Company, in terms of section 152(6)of the Companies Act 2013, being eligible offers herself for the re-appointment, on retirement by rotation at the ensuing AGM

The tenure of Mr. Ashok Kumar Doshi, the Independent Director of the Company is expiring in the ensuing AGM of the Company. As per the Companies Act. 2013 and SEBI (LODR) regulations. 2015. and on the recommendation of Nomination & Remuneration Committee the board has approved, subject to the approval of Shareholders, the rc-appointmcnt of Mr. Ashok Kumar Doshi for a second term of five years commencing from the conclusion ofensuing AGM till the conclusion of 34'''' AGM to be held in the year 2028.

During the year under review Mrs. Somali Jain. Company Secretary and Compliance Officer of the Company has resigned w.c.f 31.05.2022 and on the recommendation of Nomination & Remuneration Committee. Ms. Ritika Kumawat has been appointed as Company Secretary and Compliance Officer w.e.f. 14 November. 2022.

13. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2022-23 the Board of Directors of the Company duly met Six times i.e. 30.05.2022. 13.08.2022. 14.11.2022. 26.12.2022. 30.12.2022 and 14.02.2023. The intervening gap between the two meetings was within the period as prescribed under the Companies Act. 2013.

	Further the status of attendance of Board Meeting by each Director is as follows:
	S.No.	Name of Director		No. of Board Meeting entitled to attend			No. of Board Meeting attended
	1	Mr. Kailash Karnawat		6			6
	2	Mrs. Meena Karnawat		6			6
	3	Mr. Ashok Kumar Doshi		6			6
	4	Mr. L’pendra Tater		6			6
	14. AUDIT COMMITTEE The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 is as follows:-
	S. No.	Name	Category			Designation
	1	Mr. Ashok Kumar Doshi	Independent Director			Chairman
	2.	Mr. Upendra Tater	Independent Director			Member
	3.	Mr. Kailash Karnawat	Managing Director			Member
	Meeting The Audit Committee met 5 (five) times during the period under review i.c.on 30.05.2022. I3.0X.2022. 14.11.2022.26.12.2022 and 14.02.2023. The attendance of members at the meetings held during the period under review w ere as follows:
	S. No.	Name of Member			No. of meetings held		No. of meetings attended
	1.	Mr. Ashok Kumar Doshi			5		5
	2.	Mr. Upendra Tater			5		5
	3.	Mr. Kailash Karnawat			5		5
	15. NOMINATION AND REMUNERATION COMMITTEE The Composition of the Nomination and Remuneration Committee as per Section 17X of the Companies Act. 2013 is as follows:-
	S.No.	[Name	Category			Designation
	1.	Mrs. Meena Karnawat	Director			Chairman
	2.	Mr. Ashok Kumar Doshi	Independent Director			Member
	3.	Mr. Upendra Tater	Independent Director			Member
	Meeting Two Meeting of Nomination and Remuneration Committee were held on 16.06.2022 and 12.11.2022 during the period under review. The attendance of members at the meetings held during the period under review were as follows:
	S. No.	Name of Member			No. of meetings held		No. of meetings attended
	1.	Mrs. Meena Karnawat			2		2
	2.	Mr. Ashok Kumar Doshi			2		2
	3.	Mr. Upendra Tater			2		2

16. STAKEHOLDERS RELATIONS!!IPCOMMITTEE

The Composition of the Stakeholders Relationship Committee as per Section 17X of the Companies Act. 2013 is as follows:-

	S. No.	Name	Category		Designation
	1.	Mr. Upendra Tater	Independent Director		Member/Chairman
	2.	Mr. Kailash Kamavvat	Director		Member
	3.	Mr. Ashok Kumar Doshi	Independent Director		Member
	Meeting One Meeting of Stakeholders Relationship Committee was held on 14.08.2022 during the period under review The attendance of members at the meetings held during the period under review were as follows:
	S. No.	Name of Member		No. of meetings held		No. of meetings attended
	1.	Mr. Upendra Tater		1		1
	2.	Mr. Kailash Kamawat		1		1
	3.	Mr. Ashok Kumar Doshi		1		1

17. BOARD EVALUATION

To comply with the provisions of Section 134(3Xp)ofthe Companies Act.2013 and rules made thereunder, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned director being evaluated did not participate). Board as a whole, and following Committees of the Board of Directors:

i) Audit Committee;

ii) Nomination and Remuneration Committee; and

iii) Stakeholders Relationship Committee.

The extract of the policy on evaluation of performance ofthe Board, its Committees and Independent Directors is placed on the website of the Company at www.dhruvacapital.com

18. STATUTORY AUDITORS AND THE AUDITORS'' REPORT:

M/s T. K. Bohara & Co, Chartered Accountant, (Firm Registration Number 000798C), were appointed as the Statutory Auditor of the Company to hold office for a period of five consecutive years from the conclusion of the 24th Annual C ieneral Meeting held in 2018. til I the conclusion of the 29th Annual (ieneral Meeting to be held in 2023.

Under Section 139 of the Act and the Rules made thereunder, the Board of Directors on recommendation of the Audit Committee has proposed the appointment of M/s Mahcndra Subhash & Co., Chartered Accountants. (Firm Registration Number 324346E), White Towers, 115,College Street. 2nd Floor, Unit-2K. Kolkata-700012 as Statutory Auditor of the Company for a term of five years i.c. from the conclusion of this 29th Annual (ieneral Meeting till the conclusion of the 34th Annual General Meeting to be held in the year 2028. subject to the approval of the Shareholders.

The Company has receiv ed a consent from M/s Mahendra Subhash & Co., ('' bartered Accountant, to act as a Statutory Auditor of the Company and a letter that their appointment is within limits prescribed under Section 14 l(3Mg) of the Act and tliat they are not disqualified. The Directors recommend theirappointment for the term of five years.

The Auditors'' Report is self-explanatory and hence does not require any further clarification from the Board of Directors. The Report does not contain any reservation or adverse remark or disclaimer or qualified opinion which requires any explanation from the Board. There is no fraud in the Company during the period under review and this is also being supported by the Statutory Auditors Report as no fraud has been reported in their Audit Report for the Financial Year ended on 31st March. 2023.

19. COST AUDIT

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto. Cost Audit is not applicable to the Company.

20. SECRETARIAL AUDITORS

The Company has appointed Mr. Mohit Vanawat. Practicing Company Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is attached to this report in Form MR-3. There are no adverse opinion or remarks in the said report and therefore do not require any clarification/ explanation from the Board of Directors.

21. RISK MANAGEMENT

The Company has a robust Risk Management Policy which identifies and evaluates the business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives.

The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. The Risk Management Policy is made available on the website of the company at www.dhruvacapital.com.

22. INTERNAL FIN ANCIALCONTROLS RELATED TO FIN ANCIALSTATMENETS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies relating to Internal Controls over financial statements.

For the year ended 31st March, 2023, the Board is of the opinion that the Company has put in place Internal Financial Controls to ensure accuracy and completeness of accounting records, preparation of timely and reliable financial information so as to substantially reduce the risk of material misstatements and inaccuracies in thcCompany’s Financial Statements.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (C''SR) are not applicable to the Company during the year under review hence there is no requirement to comply with section 135 of the C ompanics Act. 2013 read with Companies (Corporate Social Responsibility) Rules 2014.

24. CODE OFCONDL''CTAND NON APPLICABILITY OFCORPORATE GOVERNANCE CODE:

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Key Executives. The said Code of Conduct is available on Company''s Website. A report on Corporate Governance under Regulations 17 to 27 is not being given since the Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations. 2015 are not applicable to the Company.

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

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

a) const		rvution ot energy
	<•>	the slops taken or impact on conservation of energy	Being a service provider. The Company requires minimal energy and every endeavor is made to ensure the optimum use of energy so that wastage of energy can be avoided.
	(ii)	the stops taken by the Company for utilizing alternate sources of energy
	(iii)	the capital investment on energy conservation equipment''s
b)	Technology absorption
	(i>	the efforts made towards technology absorption		-
	(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution		-
	(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial vearh		N.A.
		(a) the details of technology imported		.
		(b) the year of import:		-
		(c) whether the technology been fully absorbed		.
		(d) if not fully absorbed, areas where absorplion has not taken place, and the reasons thereof		-
	(iv)	the expenditure incurred on Research and Development		-

c) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year:- Nil.

The Foreign Exchange outgo during the year in terms of actual outflows:- NIL

26. VIGILMECHANISM/WHISTLE BLOWER POLICY

To comply with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulation 2015. the Company has adopted a Vigil Mechanism / Whistle Blower Policy for employees and directors of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by a victim through a letter to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directors and employees to raise their concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company which have a negative bearing on the organization either financially or otherwise.

The details of the Policy is available on the website of the Company at www.dhruvacapital.com

27. PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year, or a pan of the financial year were getting remuneration in excess of the threshold mentioned under Section 197 of the Companies Act. 2013 read with rule 5 of Companies (Appointment and Remuneration) Rules. 2014.

28. SEC R ETA RIA L STAN DA RDS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

29. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders has been passed by any Regulators orCourts or Tribunals affecting the going concern status and Company''s operations in future.

30. MATERIALCHANGES&COMMITMENTS

The Company has issued and allotted 8,00.000 Equity shares of Rs. 10/- each at a price of Rs. 40/- (including premium of Rs. 30/-) each on Preferential Allotment basis to non-promoters on 13.04.2023. after the end of financial year, which was approved by the shareholders in their meeting held on 28.01.2023.

On June 28th. 2023 a Share Purchase Agreement has been executed between Mr. Shreeram Bagla. Mrs. Rachana Suman Shaw. Mr. Sridhar Bagla (the Acquirers) and Promoters & Promoters Group of the Company, for sale''transfer of 22,00.800 Equity shares at a negotiable price of Rs. $5/- per sale share, held by Promoters and Promoters Group in the Company subject to the approval of SEBI. RBI and other regulatory Authorities as may be applicable.

Further the Acquirers has announced an open offer for acquisition of up to 10.56.042 Equity Shares to the Public Shareholder, at an oiler price of Rs. 55/- per equity share and to that effect, the detailed public announcement dated 05.07.2023 have been made through open offer by M/s. Swaraj Shares & Securities Pri\ ate Limited. Mumbai for and on behalf of the Acquirers.

31. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company lias adopted a Policy as |k:i the pi ov is ions of llic Sexual Haiassincnt of women al woik place (Prevention. Prohibition and Redressal) Act, 2013. There were no complaints received/pending relating to sexual harassment during the year under review.

32. MARKET PRICE DATAAND PERFORMANCE COMPARISON

The market price High and Low during financial year 2022-23 in BSE Limited is as follows:-

	Monlti of Trading		High			lam (in INK)
	April		4.73			4.47
	May		4.74			3.50
	June		1056			4.67
	July		29.27			11.08
	August		30.70			16.05
	September		16.40			11.60
	October		17.15			12.50
	November		13.95			1 1.40
	December 22		23.4 1			10.83
	January 23		51.35			24.55
	February 23		48.05			29.60
	March 23		42.99			34 28
	Distribution details on shares for the period 31.0.3.2023					INE972E0I014
	Shares	Holders			Sin		res__
				“/. of Total
	Upto- 500	899		81.8600	128328 3.1595
	5001 -1000	99		9.1160	86126		2.1204
	too 1-2000	42		3.8674	65423		1.6107
	2001-3000	14		1.2891	35800		0.8814
	3001-4000	5		0.4604	18400		0.4530
	4001-5000	2		0.1842	9800		0.241.3
	5001-10000	IS		1.6575	125363		3.0865
	IOOOI and above	17		1.5654	2792460		68.7510
	Total	lost.		ion	3261700		80.3038

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

INDUSTRY STRUCTURE & DEVELOPMENT

NBFCs have increasingly been playing a significant role in financial intermediation by complementing and competing with banks, and by bringing efficiency and diversity into the financial ecosystem. NBFCs enjoy greater operational flexibility to take up a wider scale of activities, enter new geographies and sectors and thus grow their operations.

After the pandemic decline. 2023 has brought growth for the NBFCs. It has demonstrated an innovative and resilient streak over the years which includes adapting efficiently even during the COVID-19 pandemic to avoid the revolving credit landscape.

OPPORTUNITIES & THREATS:

Fluctuations in the interest rate in economy has created uncertainty in the business of finance. The biggest threat for Non Banking Finance Companies arise from the vast gap existing between demand and supply. Another threat for Non Banking Finance Companies comes from increased competition from banking industry, which is in a position to lend at competitive rates due to availability of huge funds at a cheaper cost. The Company expect stable interest rates in the coming period and is confident of meeting the challenges by increasing volume of business at nominal margin.

RISK AND CONCERNS:

Like any other industry, the Company''s business is also exposed to various business risks.

Continuous efforts are made to reduce the cost of funds. increase the volume of the business and to control the NPAs within a bearable limit to minimize the impact of declining spread.

DISCUSSION ON FINANCIAL PERFORMANCE:

The financial performance of the Company for the year has been discussed in the Director’s Report and cashflow statements annexed with the Annual Accounts.

HUMAN RESOURCES/1NDUSTRIAL RELATIONS:

The relation between the Company and its employees remained cordial through out the year and the management expects the same to continue and receive full support and cooperation from its employees in future also.

34. LISTING AGREEMENT:

The Equity shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). Your Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. as amended from time to time.

35. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS The Board consists of the following Independent Directors:-

1. Mr. Ashok Kumar Doshi

2. Mr. UpendraTater

Pursuant to section 149(7) of the Companies Act. 2013. the Independent Directors have given their disclosure that they meet the criteria of independence as provided in sub-section 149(6) of the Act in the First Board Meeting of the Financial Year. Further, Mr. Ashok Kumar Doshi has been re-appointed as an Independent Director for a term of 5 years w.e.f 30.09.2023.

There is no change in the policy containing terms and conditions for the appointment of Independent Directors enclosed herewith and also available on the website of the Company at www.dhruvacapital.com The separate meetings of Independent Directors were held on 14.02.2023 in which all two independent Directors were present.

36. S EC R ETA RIAL STA N DA R DS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

37. DETAILS OF FRAUD REPORTED BYTHE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section I43( 12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

38. DISCLOSURE UNDER INSOLVENCYAND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code. 2016

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

40. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the sincere sen ices rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and support received from the various Government Authorities, the Banks / Financial Institutions and other stakeholders such as. members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. Your Directors look forward to their continued support in future.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty First Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2015 31-03-2014

Income From Operations 19.43 20.00

Other Income 7.59 2.93

Operational Expenses 15.61 14.31

Profit/Loss before Dep., Tax & Misc. 11.41 8.62 Expenses

Depreciation & Misc. Exp. W/off 4.36 2.83

Provision for Taxation

1. Current Taxes 1.79 0.77

2. Deferred Taxes (0.01) 0.69

Profit / Loss after Tax 5.27 4.32

Balance Carried to Balance Sheet 5.27 4.32

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 5.27 Lacs as compared to Net Profit of Rs. 4.32 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy, tourism, health and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2015, as per provisions of Sections 73 to 76 of the Companies Act, 2013.

5. SECRETARIAL AUDIT REPORT :

Secretarial Audit Report for the FY 2014-15, pursuant to section 204 (1) of the Companies Act, 2013 has been issued by Shri Ramesh Chander Chopra, a company Secretary in practice (FCS No. 4295, CP No. 2545), which is attached with this report & there is no qualification, reservation or adverse remark in it.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities of your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS :

Mr. Kirti Jain and Mrs. Meena Karnawat retire by rotation at this Annual General Meeting & being eligible, offer themselves for reappointment.

10. NOMINATION & REMUNERATION POLICY :

This policy has been formulated in accordance with the provisions of sec. 178 of Companies Act, 2013 and the listing agreement with the Bombay Stock Exchange (BSE Ltd.).

The Major Criteria for recommending a person to become a Director are :

Qualification - He/She must have appropriate qualification and technical knowledge, which would be useful to the Company.

Qualities - Honesty and dedication for work should be possessed by a person, along with a strategic vision. Experience - Work experience in different areas is also a matter of consideration.

Track Record - A clean track record is required for recommendation to the post of director.

Appropriate Remuneration shall be paid to the directors, on above basis.

Evaluation of performance is also made for the directors, the basis of which is mentioned hereunder :

Attendance, punctuality, Advises, Exercising of duties & powers given by board, conduct in compliance with the policies of Company viz. code of conduct & whistleblower policy etc., Ensuring Compliance with applicable laws/statutory obligations by the Company, Acting in good faith & in the best interest of the Company, Independence in judgements, Promoting best interest of shareholders, Resolution of Investor Complaints, Encouragement of talent retention/morality & Commitments/new initiatives, expansion & innovation/recognitions etc. and overall performance of any director are the criterion of evaluation.

11. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 134 (3) (C) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

ii. the Directors had selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors had arranged preparation of the accounts for the financial year ended March 31, 2015 on a "going concern" basis.

v. the directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; &

vi. 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.

13. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor's of the Company shall hold office untill the conclusion of ensuing Annual General Meeting. The Auditor's, being eligible, offer themselves for reappointment. Pursuant to Section 139, 142 of the Companies Act,. 2013 read with the Companies (Audit and Auditors) Rules 2014, the said Auditors are eligible to hold office for a term up to next 3 years, subject to approval of shareholders at ensuring Annual General Meeting, the said Auditors shall hold office for a term up to next 3 years.

14. REPORT ON CORPORATE GOVERNANCE :

1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE:

Our Company has always beleaved in the concepts of good Corporate Governance involving transparency, empowerment, accountability and integrity with a view to enhance the Shareholder's value. The Company has professionals on its Board of Directors who are actively involved in the deliberations of the Board on all important policy matters.

2. COMPOSITION OF BOARD OF DIRECTORS :

The Company has a combination of executive and non-executive Directors. The Company has an executive chairman and half of the Board of Directors are independent Directors. The number of non-executive Directors are 50% of total number of Directors.

None of the Directors on the Board is a member of more than 10 committees and chairman of more than 5 committees {as per clause 49 (iv) (B)} across all the Companies in which he is a Director. All the Directors have made requisite disclosures regarding committee positions occupied by them in other Companies. The Company's Board at present have six Directors Comprising one Managing Director, Two Promoter Directors and Three non-executive Independent Directors.

The Board met 4 times during the year on 27-05-2014, 1 1-08-2014, 12-11-2014 & 11-02-2015. The name and category of Directors on the Board, their attendance at Board Meetings held during the year ended on 31st March, 2015, at the last Annual General Meeting & also, number of Directorships and committee positions as held by them in other Public Limited Companies as on 31-03-2015 are given below :

Name Category No. of Board Meetings attended out of 4 meetings held during the year 2014-15

Mr. L.S. Karnawat Promoter Executive 1

Mr. Kailash Karnawat Promoter Executive 4

Mrs. Meena Karnawat Promoter Non-Executive 2

Mr. Lalit Kachhara Independent Non Executive 3

Mr. Kirti Jain Independent Non Executive 3

Mr. Upendra Tater Independent Non Executive 2

Mr. Rajendra Jain Independent Non Executive 1

Name Whether No. of No. of committee attended Directorship positions held in AGM held held in other other Public Limited on Public Companies 30-09-14 Limited Companies Chairman Member

Mr. L.S. Karnawat Yes Nil Nil Nil

Mr. Kailash Karnawat Yes Nil Nil Nil

Mrs. Meena Karnawat Yes Nil N.A. N.A.

Mr. Lalit Kachhara No Nil N.A. N.A.

Mr. Kirti Jain No Nil N.A. N.A.

Mr. Upendra Tater No Nil N.A. N.A.

Mr. Rajendra Jain Yes Nil N.A. N.A.

3. COMMITTEES OF THE BOARD :

AUDIT COMMITTEE :

The Company has an Audit Committee with scope of activities as set out in Clause 49 of the Listing Agreement with Stock Exchange read with Section 177 of the Companies Act, 2013. The broad terms for reference of the Audit committee are as under.

a) To hold periodic discussions with the Statutory Auditor's and Internal Auditor's of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditor's/Internal Auditor's.

b) To review compliance with internal control system.

c) To review the quarterly, half yearly and annual financial results of the Company before submission to the Board.

d) To make recommendation to the Board on any matter relating to the financial management of the Company, including the Audit Report.

The Audit Committee is presently comprised of three Non- Executive Directors viz. Mr. Lalit Kachhara as Chairman of the committee, Mr. Kirti Jain and Mr. Upendra Tater as its members.

The Committee met four times during the year on the following dates viz May 27, 2014, August 11,2014, November 12, 2014 and February 11,2015. Attendance of the members at the meetings is as stated below.

ATTENDANCE OF THE AUDIT COMMITTEE MEETINGS

Name of Director Number of Meetings Attended

Mr. Lalit Kachhara Three

Mr. Rajendra Jain One

Mr. Kirti Jain Three

Mr. Upendra Tater Two

NOMINATION & REMUNERATION COMMITTEE :

The composition of the Nomination & Remuneration Committee and the details of meeting attended by the Directors are given below. Nomination & Remuneration Committee met once on May 27, 2014 during F.Y. 2014-15.

Name of Director

Mrs. Meena Karnawat Promoter Non-executive Director

Mr. Rajendra Jain Independent Non-executive Director

Mr. Upendra Tater Independent Non-executive Director

Mr. Kirti Jain Independent Non-executive Director

Name of Director Number of Meetings during the period

Held Attended

Mrs. Meena Karnawat One One

Mr. Rajendra Jain One One

Mr. Upendra Tater Nil Nil

Mr. Kirti Jain One One

Given below are the details of remuneration paid to directors during the financial year 2014-15.

Name Sitting Fees Salary Perquisites (Rs.) (Rs.) (Rs.)

Mr. L.S. Karnawat Nil Nil Nil

Mr. Kailash Karnawat Nil 5,40,000/- 61,586/-

Mrs. Meena Karnawat Nil Nil Nil

Mr. Lalit Kachhara Nil Nil Nil

Mr. Upendra Tater Nil Nil Nil

Mr. Rajendra Jain Nil Nil Nil

Mr. Kirti Jain Nil Nil Nil



Name Commission paid during the year (Rs.)

Mr. L.S. Karnawat Nil

Mr. Kailash Karnawat Nil

Mrs. Meena Karnawat Nil

Mr. Lalit Kachhara Nil

Mr. Upendra Tater Nil

Mr. Rajendra Jain Nil

Mr. Kirti Jain Nil

The Company pays remuneration to its Managing Director by way of salary and perquisites. Remuneration is paid as approved by the Shareholders. The Board on the recommendation of the Remuneration Committee approves the annual increments. The appointment / re-appointment of Managing Director is contractual and subject to termination by three months notice in writing by either side.

SHARE HOLDER'S / INVESTOR'S GRIEVANCES COMMITTEE :

The Company has an independent Shareholder's Grievances Committee which comprises of :

Name of Director Number of Meetings Attended

Mr. Kirti Jain Chairman Two

Mr. L.S. Karnawat Member One

Mr. Kailash Karnawat Member Two (M.D. & C.O.)

The shareholder's/investor's grievances committee met twice on August 11,2014 and February 11,2015 during the year ended on 31st March, 2015. The committee is prompt in attending to requests received for transfer, split, consolidation as well as issue of duplicate certificates well within the stipulated time. Status of complaints received during the year ended on 31-03-2015 is as under.

Number of complaints received from investors comprising of non-receipt of Annual nil Report, Shares sent for transfer and transmission, complaints received from SEBI etc.

Number of complaints resolved. NIL

Number of complaints pending as on 31-03-2015. NIL

4. General Body Meetings :

Fin. Year Type Date Venue

2011- 2012 AGM 29th Sept, 2012 First Floor, 60-D, Panchwati Udaipur-313 001

2012- 2013 AGM 30th Sept, 2013 First Floor, 60-D, Panchwati Udaipur-313 001

2013- 2014 AGM 30th Sept, 2014 First Floor, 60-D, Panchwati Udaipur-313 001

Fin. Year Time

2011- 2012 11.00 A.M.

2012- 2013 11.00 A.M.

2013- 2014 11.30 A.M.

5. Disclosure on materially significant related party transactions :

(a) During the year, the Company has incurred transactions with related parties. However they were not potentially in conflict with interest of the Company.

(b) No penalties have been imposed on the Company by Stock Exchange, SEBI or any statutory authority in any matter relating to the capital markets during last three years.

6. Means of communication to the shareholders :

Timely disclosure of the performance of the Company is an integral part of good governance. Your Company disseminates information about its performance to Stock Exchange, Media & Shareholders. The Quarterly and Annual Results of the Company are being published in News Papers also, as required under Listing Agreement as well as on Company's Website www.dhruvacapital.com

Ministry of Corporate Affairs has undertaken a 'Green Initiative in Corporate Governance' by allowing paperless compliances by companies through electronic mode, vide its Circular Nos. 17/2011 & 18/ 2011 dated April 21, 2011 and April 29, 2011, respectively.

Your Company proposes to deliver electronically any communication / documents including the Annual Reports and such other necessary communication/documents from time to time to the Members, who have provided their e-mail address to their Depository Participant (DP). Members holding shares in physical from and who are desirous of receiving the communication/documents in electronic form, are requested to please promptly inform their e-mail address to the RTA / Company.

7. General Shareholders information :

a. Next Annual General Meeting :

Date - 30.09.2015, Time-11.30 A.M., Venue- First Floor, 60-D, Panchwati, Udaipur (Raj.)

b. Financial Calendar :

Financial Reporting for the Quarter Mid Aug., 2015 ending 30th June, 2015

Financial Reporting for the Half Year Mid Nov., 2015 ending 30th September, 2015

Financial Reporting for the Quarter Mid Feb., 2016 ending 31st December, 2015

Financial Reporting for the Year End May, 2016 ending 31st March, 2016

c. Book Closure 23-09-2015 to 30-09-2015 (both days inclusive).

d. No dividend is proposed to be paid.

e. Listing on Stock Exchanges :-

Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE Ltd.), Mumbai.

f. Registrar & Transfer Agent :-

M/s Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai - 400072 , Ph. : 022-28470652, 40430200 Fax : 91 - 22 - 28475207 e-mail : [e-mail]

g. Dematerialisation of shares of the Company :-

Connectivity of securities of our Company have been activated by National Securities Depository Limited (NSDL) w.e.f. 01-03-2004 and Central Depository Service Ltd. (CDSL) w.e.f.13-10-2006. The ISIN are as mentioned below:-

NSDL ISIN - INE 972E01014. CDSL ISIN - INE 972E01014.

15. CODE OF CONDUCT :

The Company's Board has laid down a code of conduct for all Board members and senior management of the Company. All Board members have affirmed compliance with the code of conduct. A declaration signed by the Managing Director to this effect is given at the end of this report. Code of conduct & Whistle Blower Policy have been displayed on Company's website www.dhruvacapital.com.

16. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec.197 of the Companies, Act, 2013.

17. AUDITOR'S OBSERVATIONS :

The observations in the Auditor's Report are self explanatory and therefore do not call for any further comments.

18. ACKNOWLEDGEMENTS :

Your Directors' place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, Mr. R.C. CHOPRA, Company Secretary in practice & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/- Place : Udaipur L. S. KARNAWAT KAILASH KARNAWAT Dated : 27th May, 2015 Chairman Managing Director

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Twentieth Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

For the Year ended

31-03-2014 31-03-2013

Income From Operations 20.00 28.89

Other Income 2.93 2.48

Operational Expenses 14.31 17.70

Profit/Loss before Dep., Tax & Misc. Expenses 8.62 13.67

Depreciation & Misc. Exp. W/off 2.83 0.51

Provision for Taxation

1. Current Taxes 0.77 2.39

2. Deferred Taxes 0.69 (0.01)

Profit/Loss after Tax 4.32 10.78

Balance Carried to Balance Sheet 4.32 10.78

2. PERFORMANCE:

The Net Profit of the Company during the year under review was Rs. 4.32 Lacs as compared to Net Profit of Rs. 10.78 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK:

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND:

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposit from public during the year ended 31st March 2013, as per provisions of Section 58 A of the Companies Act, 1956.

5. COMPLIANCE CERTIFICATE:

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from M/s P. Talesara & Associates, Company Secretary in practice.

6. CONSERVATION OF ENERGY:

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION:

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS:

Mr. Rajendra Jain retires by rotation at this Annual General Meeting & due to some other occupations, not willing for his re-appointment. Board express its grateful thanks and appreciation for his sincere association with the Company during his tenure and wish him a very bright future. It is proposed to appoint Mr. Upendra Tater (Architect) as a director in his place, as set out in the Notice to AGM.

Mr. Lalit Kachhara also retires by rotation at this AGM & being eligible, offers himself for reappointment.

Mr. Kailash Karnawat is completing his tenure as Managing Director on 31.03.2015. To keep the tenure of members of board from AGM to AGM, the term of Shri Kailash Karnawat as MD of the Company (which is going to complete on 31.03.2015) is hereby treated as complete on 30.09.2014. Board has recommended his reappointment as Managing Director for a further period of 5 years w.e.f. 01.10.2014 at the terms as set out in the Notice to AGM.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2014 on a "going concern" basis.

For and on behalf of the Board of Directors

Sd/- Sd/- Place : Udaipur L. S. KARNAWAT KAILASH KARNAWAT Dated : 11th August, 2014 Chairman Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Nineteenth Annual Report together with Audited Accounts of the Company for the year ended on 31 st March, 2013.

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2013 31-03-2012

Income From Operations 28.89 17.54

Other Income 2.48 0.26

Operational Expenses 17.70 12.73

Profit/Loss before Dep., Tax & Misc. Expenses 13.67 5.07

Depreciation & Misc. Exp. W/off 0.51 1.07 Provision for Taxation

1. Current Taxes 2.39 0.53

2. Deferred Taxes (0.01) (0.13)

Profit / Loss after Tax 10.78 3.60

Balance Carried to Balance Sheet 10.78 3.60

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 10.78 Lacs as compared to Net Profit of Rs. 3.60 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2013, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earnings and outgo during the year under review.

9. DIRECTORS :

Mr. Kirti Jain & Mr. L.S. Karnawat retire by rotation at this AGM and being eligible, offer themselves for reappointment.

10. DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures. ii. the Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2013 on a "going concern" basis.

11. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor''s of the Company shall hold office until the conclusion of ensuing Annual General Meeting. The Auditor''s, being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

12. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

13. AUDITOR''S OBSERVATIONS :

The observations in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

14. ACKNOWLEDGEMENTS :

Your Director''s place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Udaipur L. S. KARNAWAT KAILAS KARNAWAT

Dated: 12th August, 2013 Chairman Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2012 31-03-2011

Income From Operations 17.54 22.37

Other Income 0.26 0.00

Operational Expenses 12.73 12.59

Profit/Loss before Dep., Tax & Misc. Expenses 5.07 9.78

Depreciation & Misc. Exp. W/off 1.07 1.10 Provision for Taxation

1. Current Taxes 0.53 1.45

2. Deferred Taxes (0.13) (0.11)

Profit / Loss after Tax 3.60 7.34

Balance Carried to Balance Sheet 3.60 7.34

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 3.60 Lacs as compared to Net Profit of Rs. 7.34 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2012, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS :

Mr. Ajesh Sethi retires by rotation at this Annual General Meeting & due to some other occupations not willing for his re-appointment. Board express its grateful thanks and appreciation for his sincere association with the Company during his tenure and wish him a very bright future. It is proposed to appoint Mr. Rajendra Jain (C.A.) as a director in his place. Mrs. Meena Karnawat also retires by rotation at this AGM and being eligible, offers herself for reappointment.

10. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explantions relating to material departures.

11. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2012 on a "going concern" basis.

12. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor's of the Company shall hold office until the conclusion of ensuing Annual General Meeting. The Auditor's, being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

14. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

15. AUDITOR'S OBSERVATIONS :

The observations in the Auditor's Report are self explanatory and therefore do not call for any further comments.

16. ACKNOWLEDGEMENTS :

Your Director's place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.



For B. L. PAGARIA & CO.

CHARTERED ACCOUNTANTS (FRN : 01821C)

Sd/-

Place : UDAIPUR (B. L. PAGARIA)

Dated : 25th May, 2012 PARTNER

(M No : 071017)

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Mar 31, 2010

The Directors have pleasure in presenting their sixteenth Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

For the Year ended 31-03-2010 31-03-2009

Income From Operations 12.76 22.53

Other Income 47.01 5.52

Operational Expenses 8.95 9.01

Profit/Loss before Dep., Tax & Misc. Expenses 50.82 19.04

Depreciation & Misc. Exp. W/off 1.08 1.04 Provision for Taxation

1. Current Taxes 7.50 4.40

2. Deferred Taxes (0.07) (0.03)

3. Fringe Benefit Tax 0.00 0.04 Excess Prov. of Earlier Year Tax W/Back (I.T.+F.B.T.) 0.04 (0.11)

Profit / Loss after Tax 42.27 13.70 Balance Carried to Balance Sheet 2.27 13.70





2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 42.27 Lacs as compared to Net Profit of Rs. 13.70 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Sale of Investment was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company expects to increase turnover through intensifying its focus on new business avenues. Company has further invested money (realised through sale of investment) in real estate sector, which is another step towards diversification. Company has sold its investment of 71000 shares in Pathik Hotel & Motel Ltd., Udaipur to M/s Pathik Hotel & Motel Ltd. itself under its buyback offer @ Rs.160/- per share (par value Rs. 100/-) during March 2010. Company has also sold its investment of 150000 shares in Vardhman Fincon Pvt. Ltd. @ Rs. 10/- to M/s Pathik Hotel & Motel Ltd., Udaipur (par value Rs. 10/-) during March, 2010.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2009, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice due to non-availability of qualified candidature.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS:

Mr. Ajesh Sethi & Mr. Kirti Jain retire by rotation at this Annual General Meeting & being eligible, offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explantions relating to material departures.

ii. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2010 on a "going concern" basis.

14. EMPLOYEES:

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

15. AUDITORS OBSERVATION:

The observations in the Auditors Report are self explanatory and therefore do not call for any further comments.

16. ACKNOWLEDGEMENTS:

Your Directors place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & Induslnd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.



For and on behalf of the Board of Directors Sd/- Sd/- Place : Udaipur Dated : 4th August, 2010 L. S. KARNAWAT Chairman KAILASH KARNAWAT Managing Director