Directors Report of First Custodian Fund (India) Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the Thirty - Eighth Annual Report together with the Audited Annual Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

Key highlights of the financial results for The First Custodian Fund (India) Limited for the financial year 2023 - 24 is tabulated below:

		(Rs. in Lacs)
PARTICULARS	Year Ended	Year Ended
	31/03/2024	31/03/2023
Gross Income	281.14	122.08
Total Expenditure	20.09	43.31
Finance Cost	54.82	13.53
Gross Profit Before Depreciation	206.23	65.24
Depreciation	9.95	9.85
Profit / (Loss) Before Tax	196.28	55.39
Less : Income Tax	31.00	7.15
Less : Deferred Tax	0.60	(1.33)
Less: Dividend 22-23	15.00	0.00
Less: Income Tax Paid / W/off	0.69
Net Profit / (Loss) After Tax	148.99	46.91
Add : Profit brought forward from previous year	1056.13	1,009.22
APPROPRIATIONS	0.00	0.00
Profit Carried Forward to Balance Sheet	1205.12	1,056.13

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE

• Total income for the financial year 2023 - 24 was Rs. 281.14 lakhs as against Rs. 122.08 lakhs earned in the previous financial year 2022 - 23 i.e. increase by 130.29 %.

• Total Profit before Tax for the financial year 2023 - 24 was Rs. 196.28 lakhs as against Rs. 55.39 Lacs earned in the previous financial year 2022 - 23 i.e. increase by 254.35 %.

3. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND

Your Directors are pleased to recommend a final dividend @ 10% i.e. of Re. 1 per equity share of Rs. 10 each for the financial year ended 31^st March, 2024 subject to the approval of the Members at the 38^th Annual General Meeting. The total outgo for the current year amounts to Rs. 15 lakhs. (Previous year final dividend @ 10% i.e. Re. 1 per equity share).

5. BUSINESS OPERATIONS

Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker and carrying on the business in brokerage in shares. Your Company is an investor in shares and also trades in futures & options. There was no change in nature of business of your Company, during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2024 and date of this report i.e. 30^th May, 2024.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 1,50,00,000/-. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company''s share capital during the year under review. The Promoter and Promoter Group are holding 7,88,571 shares equivalent to 52.57% of the total Issued and Paid-up Share Capital.

8. DIRECTORS8.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Giriraj Damani (DIN: 00333241), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the financial year, there are no changes in the composition of the Board of Directors.

8.2 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Manish Banthia, Whole - Time Director & Chief Financial Officer

2. Mr. Giriraj Dammani, Managing Director

3. Ms. Sudha Jodhani, Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years.

8.3 Meetings of the Board

During the year your Company has held 6 (Six) Board Meetings which were held on 30^th May, 2023, 14^th August, 2023, 20^th October, 2023, 13^th November, 2023, 19^th December, 2023 and 14^th February, 2024. The maximum interval between any two meetings has not exceeded 120 days. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during the financial year.

9. PARTICULARS OF EMPLOYEES

During the financial year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed Particulars of Employees 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 attached as "Annexure A" and form part of this Report.

10 DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

11. INTERNAL CONTROL SYSTEMS

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2023 - 24.

13. DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, given and investments made covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements. During the financial year, the Company has not given any guarantee or provided any security against loan given under the provisions of Section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS

A Related Party Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Company''s official website at the web link https://firstcustodianfund.in/pdf/shareholder-reports/Policies/Policv%20on%20Material%20RPT.pdf

Further, the members may note that your Company has not entered into the following kinds of related party transactions:

- Contracts / arrangement / transactions which are not at arms'' length basis

- Any Material contracts / arrangement / transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy,

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals for reduction of consumption of energy. The Company is using LED Lights at its location to conserve energy.

B. Technology Absorption:
The efforts made towards technology absorption;	Nil
The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
In case of imported technology (imported during the last three years reckoned from the beginning of thefinancial year);
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;	Financial Year ended March 31, 2024: NilFinancial Year ended March 31, 2023: NilFinancial Year ended March 31, 2022: Nil
The expenditure incurred on Research and Development.	Nil

C. Foreic	n Exchange Earning & Outgo
	Foreign Exchange Earnings/Outgo	(Rs. In Millions)
	Foreign Exchange Earned	Nil
	Foreign Exchange Outgo	Nil

18. RISK MANAGEMENT

Your Company is a member of National Stock Exchange (NSE) registered as Stock Broker and carrying on the business in brokerage in shares. Your Company is an investor in shares and also trades in futures & options. The inheritant risks to the business of your company are as follows:

a. Monetary Policy of the Country

b. Interest Rate Cycle

c. Fluctuation in crude oil and commodity prices

d. Changes in Government policies

e. Status of Indian & World Economy

The nature of risk is dynamic of business and entrepreneurship. Your Company has not formed Risk Management Committee since it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In accordance with the Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations and pursuant to Section 177 (9) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013, your company has adopted a Whistle Blower Policy. Your Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. As per the Whistle Blower Policy, the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate superior. The confidentiality of those reporting / violations is maintained and they are not subjected to any discriminatory practice. Details of the Whistle Blower Policy have been disclosed on your Company''s website at https://firstcustodianfund.in/pdf/shareholder-reports/Policies/Whistle%20Blower%20Policy.pdf

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

21. AUDITORS21.1 Statutory Auditors

The members of the Company at its 36^th Annual General Meeting held on 30^th September, 2022 had approved the appointment of M/s. Paresh D. Shah & Co., Chartered Accountants as the statutory auditors of the Company for a term of 5 years. They shall hold the office of statutory auditors from the conclusion of 36^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting.

In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the re-appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of re-appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s Paresh D. Shah & Co., Chartered Accountants will continue to act as Statutory Auditors of the Company for the financial year 2024 - 25.

21.2 Statutory Auditors'' Observations

The audit report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

21.3 Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2024.

The report of the Secretarial Auditor is attached as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except provided at point 21.4 below.

21.4 Qualifications in Secretarial Audit ReportA. Constitution of Audit Committee & Nomination and Remuneration Committee:

As per Section 177 and 178 of the Act, the Company is required to constitute Audit Committee & Nomination and Remuneration Committee. The Company has not constituted Audit Committee & Nomination and Remuneration Committee. In this regard the management of the Company has provided the following reply:

(i) The Volume and Nature of business is very small. The Company does not have the function of Audit Committee & Nomination and Remuneration Committee.

B. Appointment of Internal Auditor:

As per Section 138 of the Act, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. In this regard the management of the Company has provided the following reply:

(i) The size of operation of the Company is very small, accordingly, it is not viable to appoint Internal Auditor but the Company has established the internal control system.

C. Separate Meeting of Independent Directors and Performance Evaluation:

As per Section 178 read with Schedule IV of the Companies Act, 2013, the Company is required to convene a separate meeting of Independent Directors. The Company is also required to conduct performance evaluation of its Chairman, Committees, Executive and Non Executive Directors including Independent Directors. The Company has not convened a separate meeting of Independent Directors. The Company has also not conducted performance evaluation of its Chairman, Board, Committees, Executive and Non Executive Directors including Independent Directors.

In this regard the management of the Company has provided the following reply:

(i) The Company has not appointed Independent Directors since the volume and nature of business of the Company is very small.

(ii) Since no independent director appointed in the Company, no performance evaluation was done.

In this regard the management of the Company has provided the following reply:

The size of operation of your Company is very small. Hence, your Company has decided not to provide Management Discussion and Analysis in its annual report for the financial year ended 31^st March, 2023.

D. Management Discussion and Analysis Report:

As per Regulation 34 (2) (e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the annual report shall contain the management discussion and analysis report - either as a part of directors report or addition thereto. The annual report of the Company for the financial year ended 31^st March, 2023 does not contain Management Discussion and Analysis either as a part of Board''s Report or otherwise.

E. Composition of Board of Directors:

The present constitution of Board of Directors is represented by 2 Executive Director and 1 Non-Executive Promoter Director. As per Section 149 of the Companies Act, 2013, the Company is required to appoint Independent Director and Woman Director. The Company has not appointed Independent Directors and Woman Director. In this regard the management of the Company has provided the following reply:

(i) The Volume and Nature of business is very small. Therefore, it is not viable to appoint Independent Director and Woman Director.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

23. COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ''Rules'') in respect of maintenance an audit of cost records are not applicable to Company.

24. COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

25. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31st March, 2024 in Form MGT 7 is available on the Company''s website at https://firstcustodianfund.in/financials.php.

26. GREEN INITIATIVES

In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May, 2020 and circular No. 10/2022 dated 28^th December, 2022 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 and no. SEBI/HO/ CFD/PoD-2/P/CIR/2023/167 dated 7th October, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2023 - 24 and notice of the 38^th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 37^th Annual General Meeting. Alternatively, if they need the soft copy of the annual report, they are requested to download the same from the website of the Company i.e. www.firstcustodianfund.in or from the website of BSE Limited i.e. www.bseindia.com or write to the Company at sudha [e-mail].

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is an investor in shares and also trades in futures & options. The size of operation of your Company is very small. Hence, your Company has decided not to provide Management Discussion and Analysis Report for the financial year ended 31^st March, 2024.

28. CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME- ITP Platforms.

The Paid-up Share Capital of your Company is Rs. 1.50 Crores as on 31^st March, 2023. The Reserves and Surplus is Rs. 10.73 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviours. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was raised and pending as on 1^st April, 2023 and no complaint has been raised during the financial year ended 31^st March, 2024.

30. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

31. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

32. ONE TIME SETTLEMENT WITH BANKS:

The Company has not made any settlement with banks or financial institutions.

33. LISTING WITH STOCK EXCHANGE:

Your Company is listed with BSE Limited and your Company has duly paid the listing fees to the Exchange.

34. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

36. CAUTIONARY STATEMENT:

Statements in the Board''s Report describing your Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

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Mar 31, 2015

Dear members,

The Directors take pleasure in presenting the Twenty Ninth Annual Report together with the audited financial statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS Year Ended Year Ended 31/03/2015 31/03/2014

Gross Income 34.40 43.41

Total Expenditure 29.38 26.98

Interest Expenses 1.49 1.89

Gross Profit 3.53 14.54

Depreciation 3.14 50

Profit / (Loss) Before Tax 0.39 14.04

Less : Income Tax 0.15 4.50

Less/Add : Deferred Tax 0.64 0.31

Less : Income Tax Paid - W/ Off 0.13 0.21

Net Profit / (Loss) After Tax 0.75 10.06

Add : Profit brought forward from previous year 795.59 785.53

APPROPRIATIONS

Profit Carried Forward to Balance Sheet 796.34 795.59

An amount of Rs. 796.34 is proposed to be retained in the Statement of Profit and Loss.

2. HIGHLIGHTS OF PERFORMANCE

* Total income for the year decreased by 20.76% to Rs. 34.40 Lakhs as compared to Rs. 43.41 Lakhs in 2014.

* Total profit before tax for the year was Rs. 0.39 Lakhs as compared to Rs. 14.04 Lakhs in 2014.

3. BUSINESS OPERATIONS

The Company has earned Rs.34.40 Lacs from operations. The Company hopes to achieve good result, barring unforeseen circumstances.

4. DIVIDEND

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 1,50,00,000/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Mr. Surendra kumar Banthia 74,500 4.97

Mr. Sushil Mantri 74,500 4.97

Mr. Manish Banthia Nil Nil

6. FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6.1 DEPOSITS

The Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

8. BUSINESS RISK MANAGEMENT

The nature of business is investment, arbitrage and trading in shares. The inheritant risk to the business of the company is as follows:

a. Monetary Policy of the Country

b. Interest Rate Cycle

c. Fluctuation in crude oil and commodity prices

d. Changes in Government policies

e. Status of Indian & World Economy

The nature of risk is dynamic of business and entrepreneurship. The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

10. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company.

11. DIRECTORS

In terms of the Articles of Association of the Company, Mr. Sushil Mantri, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Company at its Board meeting held on 29th May, 2015 has appointed Mr. Manish R Banthia as Executive Director of the Company w.e.f. 1st September, 2015. The necessary item has been included at item no. 4 of the notice.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

13. RELATED PARTY TRANSACTIONS

During the year the company has not entered into any related party transactions except payment of remuneration and sitting fees to the directors.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

15. AUDITORS

15.1 Statutory Auditors

The Company's Auditors, M/s Paresh D. Shah & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

15.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. P. Shah & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

15.3 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per section 203(1 )(i),(ii) & (iii), the Company is required to appoint Company Secretary, & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

i) The Company has appointed Mr. Chandrakant Pandey as Compliance Officer of the Company who looks after the compliance of Companies Act, 2013, Listing Agreement and SEBI Act and rules made thereunder;

ii) The Company has availed the services of Practising Company Secretary for advising on compliance of Companies Act, 2013 and SEBI Act and rules made thereunder;

iii) The Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

B. Constitution of Nomination and Remuneration Committee:

As per section 178, the Company is required to constitute Nomination and Remuneration Committee. The Company has not constituted Nomination and Remuneration Committee. In this regard the management of the Company has provided the following reply:

a. The Volume and Nature of business is very small. The Company does not have the function of Nomination and Remuneration Committee.

C. Appointment of Internal Auditor:

As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. In this regard the management of the Company has provided the following reply:

i) The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has establish the internal control system

D. Independent Director and Woman Director:

As per section 149 of the Companies Act, 2013, the Company is required to appoint Independent Director including Woman Director. The Company has not appointed Independent Director including Woman Director. Accordingly, the Company has also not constituted Audit Committee. In this regard the management of the Company has provided the following reply:

a) The Volume and Nature of business is very small. Therefore, it is not viable to appoint Independent Director, Woman Director and constitute Audit Committee.

16. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

17. CORPORATE GOVERNANCE

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 had amended Clause 49 and made it applicable to all the listed Companies. Further, SEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 had made the Clause 49 on Corporate Governance non-mandatory to the following class of Companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crores and Net worth not exceeding Rs.25 crores, as on the last day of the previous financial year;

Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such company shall comply with the requirements of Clause 49 within six months from the date on which the provisions became applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

The paid up share capital of the Company is Rs. 1.5 crores as on 31st March, 2015. The reserve and surplus is Rs. 8.32 crores. Accordingly the paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Clause 49 for the time being, which the Company has already intimated to the BSE

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of Energy

The Company is not engaged in any manufacturing activity.

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company does not fall within the category of list of industries mentioned in Schedule forming part of the rules. Hence, no disclosures are required to be given.

B. Technology absorption, adaptation and innovation

The Company has not deployed any Research and Development facility or absorbed any technology.

Hence, no disclosures are required to be given.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

20. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000/- per month or Rs.60,00,000/- per annum. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

22. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

23. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

sd/- sd/-

(Sushil Mantri) (Manish Banthia) Director Director

Mumbai Date: 29th May, 2015

---

Mar 31, 2014

The Members,

The Directors present herewith the Twenty Eighth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS (Rs. in Lacs)

YearEnded31/03/2014 YearEnded31/03/2013

Gross Income 43.41 54.61

Total Expenditure 26.98 28.10

Interest Expenses 1.89 2.31

Gross Profit 14.54 24.20

Depreciation .50 0.71

Profit / (Loss) Before Tax 14.04 23.49

Less: Income Tax 4.50 7.00

Less/Add: Deferred Tax .31 0.27

Less : Income Tax Paid - W/ Off .21 8.92

Net Profit / (Loss) After Tax 10.06 25.68

Add : Profit brought forward from previous year 785.53 759.84

APPROPRIATIONS

Profit Carried Forward to Balance Sheet 795.59

2. DIVIDEND

Your Directors do not recommend dividend for the financial year ended 31s'' March, 2014, in order to conserve the resources of the Company.

3. OPERATIONS

The Company has earned Rs.43.41 Lacs from operations. The Company hopes to achieve good result, baring unforeseen circumstances.

4. DIRECTORS

Mr. Surendrakumar Banthia retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, (Referred to as the rules) are as follows:

A. Conservation of Energy:

The Company is not engaged in any manufacturing activity.

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company does not fall within the category of list of industries mentioned in Schedule forming part of the rules. Hence, no disclosures are required to be given in Form A as annexed to the rules.

B. Technology Absorption:

The Company has not deployed any Research and Development facility or absorbed any technology.

Hence, no disclosures are required to be given in Form B as annexed to the rules.

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: Rs. in Millions

Foreign Exchange Earned NIL

Foreign Exchange Outgo NIL

Note: The Company has not engaged into any activities relating to exports.

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing salary as per the limits prescribed in the said Section and Rules.

8. LISTING OF EQUITY SHARES

The Company''s equity shares are listed on The Bombay Stock Exchange Limited. The Company has paid listing fees for the year ended 2014-15 with the Exchange.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2014, 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 judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2014 on a going concern basis.

10. COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate from M/s. R R Shah & Co., Practising Company Secretary and is attached to this Report.

11. AUDITORS

M/s. Paresh D. Shah & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

12. ACKNOWLEDGMENT

The Board wishes to acknowledge and appreciate all its customers, employees and bankers for their continuous support to the Company.

By Order of the Board of Directors For THE FIRST CUSTODIAN FUND (INDIA) LTD.

Place: Mumbai Date : 30,th May, 2014

Sushil Mantri Director

---

Mar 31, 2013

To The Members,

The Directors present herewith the Twenty Seventh Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended 31/03/2013 Year Ended 31/03/2012

Gross Income 54.61 65.32

Total Expenditure 28.10 32.74

Interest Expenses 2.31 0.01

Gross Profit 24.20 32.57

Depreciation 0.71 1.03

Profit / (Loss) Before Tax 23.49 31.54

Less: Income Tax 7.00 10.00

Less/Add: Deferred Tax 0.27 0.19

Less/Add : Income Tax Paid - W/ Off 8.92 5.99

Net Profit / (Loss) After Tax 25.68 15.74

Add : Profit brought forward from previous year 759.84 744.09

APPROPRIATIONS

Profit Carried Forward to Balance Sheet 785.53 759.83



2. DIVIDEND

Your Directors do not recommend dividend for the financial year ended 31st March, 2013, in order to conserve the resources of the Company.

3. OPERATIONS

The Company has earned Rs. 54.61 Lacs from operations. The Company hopes to achieve good result, baring unforeseen circumstances.

4. DIRECTORS

Mr. Manish Banthia retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, (Referred to as the rules) are as follows:

A. Conservation of Energy:

The Company is not engaged in any manufacturing activity.

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The

Company does not fall within the category of list of industries mentioned in Schedule forming part of the rules. Hence, no disclosures are required to be given in Form A as annexed to the rules.

B. Technology Absorption:

The Company has not deployed any Research and Development facility or absorbed any technology.

Hence, no disclosures are required to be given in Form B as annexed to the rules.

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: Rs. in Millions

Foreign Exchange Earned NIL

Foreign Exchange Outgo NIL

Note: The Company has not engaged into any activities relating to exports.

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

7- PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing salary as per the limits prescribed in the said Section and Rules.

8. LISTING OF EQUITY SHARES

The Company''s equity shares are listed on The Bombay Stock Exchange Limited. The Company has paid listing fees for the year ended 2013-14 with the Exchange.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March,

2013, 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 judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2013 on a going concern basis.

10. COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate from M/s. R R Shah & Co., Practising Company Secretary and is attached to this Report.

11. AUDITORS

M/s. Paresh D. Shah & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

12. ACKNOWLEDGMENT

The Board wishes to acknowledge and appreciate all its customers, employees and bankers for their continuous support to the Company.

By Order of the Board of Directors

For THE FIRST CUSTODIAN FUND (INDIA) LTD.

Place: Mumbai

Date: 30th May, 2013 Sushil Mantri Director

---

Mar 31, 2012

The Directors present herewith the Twenty Sixth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS (Rs. in Lacs)

Year Ended31/03/2012 Year Ended31/03/2011

Gross Income 65.32 84.05

Total Expenditure 32.74 37.49

Interest Expenses 0.01 0.44

Gross Profit 32.57 46.56

Depreciation 1.03 1.53

Profit / (Loss) Before Tax 31.54 44.59

Less: Income Tax 10.00 8.00

Less/Add: Deferred Tax 0.19 0.06

Less : Income Tax Paid - W/ Off 5.99 0.07

Net Profit / (Loss) After Tax 15.74 36.72

Add : Profit brought forward from previous year 744.09 707.37

APPROPRIATIONS

Profit Carried Forward to Balance Sheet 744.09

2. DIVIDEND

Your Directors do not recommend dividend for the financial year ended 31s1 March, 2012, in order to conserve the resources of the Company.

3. OPERATIONS

The Company has earned Rs. 65.32 lacs from Operations. The Company hopes to achieve good result in baring unforeseen circumstances.

4. DIRECTORS

Mr. Sushil Mantri retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, (Referred to as the rules) are as follows:

A. Conservation of Energy:

The Company is not engaged in any manufacturing activity.

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company does not fall within the category of list of industries mentioned in Schedule forming part of the rules. Hence, no disclosures are required to be given in Form A as annexed to the rules.

B. Technology Absorption:

The Company has not deployed any Research and Development facility or absorbed any technology.

Hence, no disclosures are required to be given in Form B as annexed to the rules.

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings/Outgo: Rs. in Millions .

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

Note: The Company has not engaged into any activities relating to exports.

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing salary as per the limits mentioned in the said Section and Rules.

8. LISTING OF EQUITY SHARES

The Company's equity shares are listed on The Bombay Stock Exchange Limited. The Company has paid listing fees for the year ended 2011-12 with the Exchange.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 315,1 March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) That the Directors have prepared the Accounts for the financial year ended 31" March, 2012 on a going concern basis.

10. COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate from M/s. R R Shah & Co., Practising Company Secretary and is attached to this Report.

11. AUDITORS

M/s. Paresh D. Shah & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

12. ACKNOWLEDGMENT

The Board wishes to acknowledge and appreciate all its customers, employees and bankers for their continuous support to the Company.

By Order of the Board of Directors

For THE FIRST CUSTODIAN FUND (INDIA) LTD.

Place: Mumbai

Date: 30th May, 2012 Sd/-

Sushil Mantri

Director

---

Mar 31, 2011

The Members,

The Directors present herewith the Twenty Fifth Annual Report of your Company together with the Audited Accounts for the year ended 31 March, 2011.

1 FINANCIAL RESULTS (Rs. in Lacs) Year Ended Year Ended 31/03/2011 31/03/2010

Gross Income 84.05 65.39

Total Expenditure 37.49 27.36

Interest Expenses 0.44 1.43

Gross Profit 46.56 35.60

Depreciation 1.53 2.17

Profit/(Loss) Before Tax 44.59 34.43

Less.Income Tax 8.00 2.50

Less/Add : Deferred Tax 0.06 0.09

Less : Income Tax Paid - W/Off 0.07 -

Net Profit/(Loss) After Tax 36.72 31.84

Add : Profit brought forward 707.37 675.53 from previous year

APPROPRIATIONS 744.09 707.37 Profit Carried Forward to Balance Sheet

2. DIVIDEND

Your Directors do not recommend dividend for the financial year ended 31st March, 2011, in order to conserve the resources of the Company.

3. OPERATIONS

The Company has earned 84.05 Lacs from Market Operations, The Company hopes to achieve good result in baring unforeseen circumstances

4. DIRECTORS

Mi. Surerendra kumar Banthia retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

5 CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, (Referred to as the rules) are as follows:

A. Conservation oi Energy:

The Company is not engaged in any manufacturing activity.

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company does not fall within the category of list of industries mentioned in Schedule forming part of the rules. Hence, no disclosures are required to be given in Form A as annexed to the rules.

B. Technology Absorption:

The Company has not deployed any Research and Development facility or absorbed any technology.

Hence, no disclosures are required to be given in Form B as annexed to the rules

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings Outgo: Rs. in Millions

Foreign Exchange Earned

Foreign Exchange Outgo

Note: The Company has not engaged into any activities relating to exports.

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 {2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975, as amended is not given as there was no employee drawing salary as per the limits mentioned in the said Section and Rules.

8 LISTING OF EQUITY SHARES

The Company's equity shares are listed on The Bombay Stock Exchange Limited. The Company ahs paid listing fees for the year ended 2010-11 with the Exchange.

9 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act. 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii] That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

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

10. COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained the Compliance Certificate from M. s. R P. Shah & Co., Practising Company Secretary and is attached to this Report.

11 AUDITORS

M/s. Paresh D. Shah & Co.r Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act. 1956.

12. ACKNOWLEDGMENT

The Board wishes to acknowledge and appreciate all its customers, employees and bankers for their continuous support to the Company.

By Order of the Board of Directors For THE FIRST CUSTODIAN FUND (INDIA) LTD.

Sd/- Sushil Mantri Director

Place : Kolkata Date : 30th May, 2011

---

Mar 31, 2010

The Directors present herewith the twenty Fourth Annuel Report of Your Company together with the Audited Accounts for the Year ended 31st March, 2010. 1. FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended 31/03/2010 Year Ended 31/03/2009 Gross income 65,39 47.75

Total Expenditure 27,36 43.43

Interest Expeiness 1,43 1.69

Gross Profit 36,60 2.63

Depreciation 2,17 4.01

Profit/(Loss) Benefit Tax 34,43 (1.38)

Loss : Income Tax 2,60 0.60

Loss : Fringe Benefit Tax - 0.20

Loss/Add : Deferred Tax 0,09 0.28

Loss : Income Tax Paid-W/Off 31,84 (2.47)

Net Profit/(Loss) After Tax 675,63 678.02

Add : profit brought forward from previous Year

APPROPRIATIONS 707,37 675.53

Profit Carried Forward to Balance Sheet

2.DIVIDEND

Your Directors do not recommend dividerid for the year ended 31st March, 2010,In order toconserve the resources of the Company.

3.OPERATIONS

The Company has camed Rs. 65.39 Lacs from Secondary Market Operations; The Company hopes to achive good result in earing unforeseen clrcmsieances.

4.DIRECTORS

Mr. Manish Bantha ratires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for ra-appaintment.

5.CONSERVATION OF ENERGY, TECHNOLOGICAL, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disckrstites in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, (Referred to as the rules are as follows;

A. Conservetion of Energy:

The Company is not engaged in any manufacturing activity;

Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. The Company does not fall within the catagery of list of industries mentioned in Schedule forming part of the fuins. Hence, no disclosures are required to be given in form A as annexed to the rules.

B. Technology Absorption:

The Company has not deployed any research and Devlopment facility or absorbed any technology.

Hence, no disclosures are required to be given in Form B as annexed to the rules.

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earning Outgo: Rs.in Millions

Foreign Exchange Earned

Foreign Exchange Outgo

Note: The Company has not engaged Into any activities relating to exports

6. FIXED DEPOSITS

The Company has not accepted any deposits from the public

7. PARTICULARS OF EMPLOYEES

Partlculais of Employees are, required under Section 217 (2A) of the Companies Act,1956 read -with Companies (Partticulars of Employeas) Rules, 1975. as amended is not given as ther was no employes drawing safty as per the limits menctioned in the said Section and Rules..

8. LISTING OF EQUITY SHARES

The Compy is equtiy shares are listed on the Bombay stock Exchange. The Company aha listing fess for the years ended 2009 -10 with the Exchange.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Company Act 1958 with respect to the Directors Responsibiilities Statement. it ishereby canfarmed;

i) That in the praparation of the Annual Accounts for the financial year 31 st March, 2010. the applicable accounting atandarrts have been folloveed alang with proper explanation relating to material departures.

ii) That the Directors have selected such accounting pollcies and applid them consistently and made judgment and estimates that were reasonable and pruden so as to gives true and fair view of the state of attarrs of the company at the end of the finacial year and of the profit or loss of the Company for the year under reviw.

iii) That the Directirs have taken proper and sufficiant cars for the maintenance of adeqllate accounting records in acoardance with the provision of the Compenies Act. 1956 for safeguarding the assets of the Company and for ptaventing and detecting fraud and other inegulaities.

iv) That the Dirctors have prepared the Accounts for the financial year ended 31st March. 2010 on a going concein basis.

10. COMPLIANCE CERTIFICATE

In terms of subsection (1) of section 383A read with The Compaiiance Certification Rules, 2001, the Company has obtained the Compliance Certificate from M/s P.P. Shath & Co. practising Company Secretary and is attached to this Report. 11. AUDITORS

M/s. Paresh D.Shath & Co,, Chartered Accountants retire at the forthecoming Annual General Meting and being eligible offer themselves for re-appointment. The Company have received a certificate from them to the effect that their re-appointment if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act,1956.

12. ACKNOWLEDGMENT

The BoaRd wishes to acknowledge and appreciate all its customers, employees and banks FOR THEIR continuous support to the Company.



By Order of the Board of Directors

For THE FIRST CUSTODIAN FUND (INDIA) LTD.

Place: Mumbai

Date :31st May 2010 Sd/-

Sushil Mantri

Director