Directors Report of Indergiri Finance Ltd.

Mar 31, 2024

The Directors of the Company are pleased to present the 30^th Annual Report together with the Annual Audited Standalone
Financial Statement for the Financial Year ended 31^st March 2024.

FINANCIAL PERFORMANCE

The Board’s Report shall be prepared based on the stand-alone financial statements of the company: ('' in lacs)

	Year Ended 31/03/2024	Year Ended 31/03/2023
Gross Income	80.74	78.89
Profit/(Loss) before Interest and Depreciation
Finance Charges	12.34	0
Provision for Depreciation	0.4	0.4
Net Profit Before Tax	(62.63)	3.69
Currant Tax	2.08	2.72
Net Profit After Tax	(64.71)	0.97

REVIEW OF OPERATIONS

The total income/revenue on a standalone basis during the year was Rs. 80.74 lakhs (Previous Year - Rs. 78.89 lakhs). The

Company’s turnover has increased by about 2.35% on standalone basis due to increase Interest Income on Equipment
Finance and other income in this financial year. The gross profits/loss before taxes stood at Rs. (62.63) lakhs (Previous Year
-Rs. 3.69 lakhs).

DIVIDEND & RESERVES

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current year.
STANDARD ASSETS’ PROVISIONING AND STATUTORY RESERVE

The Company has made Statutory Reserve (SR) pursuant to the provisions of Section 45 IC (1) of RBI Act.

SHARE CAPITAL

As on March 31, 2024, the Authorised Share Capital of the Company stood at Rs.25,00,00,000 (2,50,00,000 Equity shares
of Rs.10/- each) and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs.5,06,10,000
(5061000 Equity Shares of Rs.10/- each) During the Financial Year 2023-2024, the Company has increased the Authorised
share capital of the company from Rs. 5,50,00,000 (Rupees Five Crores Fifty Lakh) divided into 55,00,000 (Fifty-Five
Lakh) equity shares of face value of Rs.10/- (Rupees Ten) each to Rs.25,00,00,000 (Rupees Twenty-Five Crores) divided
into 2,50,00,000 (Two Crore fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each by creation of additional Equity shares

of Rs.19,50,00,000 (Rupees Nineteen Crores fifty Lakh) divided into 1,95,00,000 (One Crore Ninety-Five Lakh) Equity
Shares of the face value of Rs.10/- (Rupees ten) each and approved by shareholders of the company, in the annual general
meeting held on 16^th September 2023.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any subsidiary company hence the requirement of consolidated financial statement pursuant
to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the preview of Section 135 of the Companies Act, 2013.

DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the
public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014, under review and shall not accept any deposits from the public without obtaining prior approval of
the Reserve Bank of India (RBI).

FUTURE OUTLOOK

The Company operates with its own limited resources. As the Financial market is facing lot of challenges interest rates are
constantly changing, recoveries have become major concern, therefore survival of small NBFC with limited resource is
becoming difficult. In the present scenario and based on the present business model the growth potential in its business is
limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Names	Designation	Date of Appointment	Date of cessation
1	Vinod Kumar Sharma	Independent Director	27/09/2014	31/03/2024
2	Dineshchandra Babel	Independent Director	10/08/2013	-
3	Shanker Wunnava	Managing Director & CFO	30/01/2023	-
4	Mohit Agarwal	Executive Director	30/01/2023	-
5	Roshan Shah	Non-Executive Director	30/01/2023	-
6	Neelam Mishra	Non-Executive Director	29/04/2023	-
7	Ramjeet Yadav	Company Secretary	01/08/2017	-

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONS DURING THE FINANCIAL YEAR

Mrs. Neelam Mishra was appointed as additional Director on 29/04/2023 and regularize as director in the Annual General
Meeting held on 16/09/2023.

Mr. Shanker Wunnava resigned from the post of Chief Executive officer (CEO) on 28/07/2023 and was appointed as
Managing Director (MD) and Chief Financial Officer (CFO) on the same day and his appointment approved by shareholders
in the Annual General Meeting held on 16/09/2023.

Mr. Vinod Kumar Sharma was appointed as an Independent Director of the Company for a tenure of 5 consecutive year’s
(Second term) w.e.f. 1^st April 2019 till 31^st March 2024. He has hence ceased to be the Director of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors of your Company have given the certificate of independence to your Company stating that they
meet the criteria of independence as mentioned under Section 149(6&7) of the Companies Act, 2013 and the Rules made
thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

FORMAL ANNUAL PERFORMANCE EVALUATION AND FAMILIARIZATION PROGRAM

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other
individual Directors which include criteria for performance evaluation of the non-executive directors and executive
directors.

Based on the Policy for performance evaluation of Independent Directors, Board, Committees and other individual
Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and
individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive
directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-2024, the Company held 6 board meetings of the Board of Directors as per Section 173
of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while
considering the time gap between two meetings, the date which are (1) 26^th May 2023, (2) 28^th July 2023 (3) 21^st August
2023 (4) 27^th October 2023 (5) 7^th November 2023 (6) 14^th February 2024.

Sr. No.	Names	Category	No. of Board Meetings attended
1	Vinod Kumar Sharma	Independent Director	6
2	Dineshchandra Babel	Independent Director	6
3	Shanker Wunnava	Managing Director & CFO	6
4	Mohit Agarwal	Executive Director	6
5	Roshan Shah	Non-Executive Director	6
6	Neelam Mishra	Non-Executive Director	6

CONSTITUTION OF VARIOUS COMMITTEES

The Board of Directors of the Company has constituted various Committees including the following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders’ Relationship Committee

IV. Risk Management Committee

Details of each of the Committees stating their respective composition and terms of reference are uploaded on Company’s
website at https://www.indergiri.com/investor.

FIXED DEPOSITS

The Company being non-deposit taking NBFC - ND, has not accepted any deposits from the public during the year under
review.

RBI GUIDELINES

Your Company is registered as a non-deposit taking Non-Systemically Non-Important Non-Banking Finance Company
(NBFC- ND) with RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and
therefore, there is no deposits which become due for repayment or renewal. The Company has complied with the ‘Master
Directions - Non-Banking Financial Company- Non-Systemically Non-Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions 2016’, amended from time to time and all other applicable Directions/
regulations/circulars of RBI during the Financial Year 2023-2024.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issue by the
Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the “Business Responsibility and Sustainability Report” is not
applicable to the company.

CODE OF CONDUCT

The Code of Conduct for the Board of Directors and the senior management has been adopted by the Company.

The Code of Conduct has been disclosed on the website of the Company at https: www.indergiri.com/investor.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The “Code of Fair Disclosure, Internal Procedures and Conduct
for Regulating, Monitoring and Reporting of Trading by Insiders” has been adopted and has been disclosed on the website
of the Company at www.indergiri.com. The Code requires pre-clearance for dealing in the Company’s shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window is closed.

PURCHASE OF SHARES OF THE COMPANY

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company
for the purpose of purchase or subscription for any shares of the Company pursuant to Section 67 (2) of the Companies Act,
2013.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee comprises Mr. Vinod Kumar Sharma as the Chairman and Mr. Roshan
Shah and Mr. Dineshchandra Babel as members of the Committee. In terms of Section 178(1) of the Companies Act, 2013
and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee should comprise of at least three
Directors; all of whom should be Non-Executive Directors. At least half of the Committee members should be Independent
with an Independent Director acting as the Chairman of the Committee.

The Nomination and remuneration policy of the Board has provided as “Annexure B” to this Report.

CORPORATE GOVERNANCE FY 2023-2024 IS NOT APPLICABLE TO THE COMPANY

Indergiri Finance Limited is a Non-Banking Financial Company (NBFC) under Reserve Bank of India Act 1934, and
Paid-up Equity share capital of our company as on 31.03.2024 was Rs. 50,610,000 & the net worth of the company was
Rs. 4,32,90,980. Accordingly, provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation 2 of
regulation 46 and para-C, D, E of Schedule V are not applicable to us. In view of this report on Corporate Governance in
our Annual Report of FY 2024.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have
been followed and no material departures have been made from the same.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profits of the Company for that period.

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

d) They have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and
operating effectively; and

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behaviour,
actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished
price sensitive information. Adequate safeguards are provided against victimisation of those who avail of the mechanism
and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them. The Whistle Blower
Policy is available on the website of your Company at http:// www.indergiri.com/investor.

BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, review and
monitor the risk management plan for the Company and ensuring its effectiveness in addition to Asset Liability Management
Committee(‘ALCO’) which monitors and manages the liquidity and interest rate risks, the Company have a risk management
framework and the Committee on timely basis informs the Board Members about risk assessment and minimisation
procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The Audit Committee
has additional oversight in the area of credit & liquidity risks, interest rate risk, and operational risk. The major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and

Analysis, which forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting
records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of
operations and ensures compliance with various policies and statutes in keeping with the organisation’s pace of growth,
increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key
controls were tested, and no material weaknesses were observed. The Audit Committee periodically, reviews and evaluates
the adequacy of internal financial control and risk management systems. Efficacy of Internal control systems are tested
periodically by Internal Auditors and Internal Control over Financial Reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the
management and checks by external auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of
such controls.

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

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder
for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions
relating to the constitution of Internal Committee under the POSH Act. During the year under review, no complaints were
received from any of the employees.

STATUTORY AUDITOR:

In terms of Section 139 of the Act, M/s. Sampat & Mehta, Chartered Accountants (Firm Registration no. 109031W), were

Re-appointed as statutory auditors of the Company for a period of three years from the conclusion of the 30th Annual
General Meeting until the conclusion of the 33 rd Annual General Meeting of the Company.

M/s. Sampat & Mehta, Chartered Accountants, conducted the statutory audit for the financial year 2023-2024.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their
Audit Report for the financial year 2023-2024.

SECRETARIAL AUDITOR

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 DM & Associates Company Secretaries LLP, practicing
company secretary to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial
Audit Report in Form MR-3 is annexed herewith marked as “Annexure A” to this Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12)
of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

INTERNAL AUDIT AND COMPLIANCE

The Company conducts its internal audit and compliance functions within the parameters of regulatory framework which
is well commensurate with the size, scale and complexity of operations. The internal controls and compliance functions are
installed, evolved, reviewed, and upgraded periodically.

The Company has appointed RDJ & Associates LLP, Chartered Accountants, to conduct an internal audit covering all
areas of operations of the Company. The reports are placed before the Audit Committee of the Board.

The Audit Committee reviews the performance of the audit and compliance functions, the effectiveness of controls and
compliance with regulatory guidelines and gives such directions to the Management as necessary / considered appropriate.
The Company has framed a compliance policy to effectively monitor and supervise the compliance function in accordance
with the statutory requirements.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to
the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company
at https://www.indergiri.com/investor/policies This policy deals with the review and approval of related party transactions.
All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm’s
length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in
Note - 45 of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related
party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

DISCLOSURE PERTAINING TO INSOLVENCY & BANKRUPTCY CODE (“IBC”)

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 (“IBC”) was made against the Company
during the financial year under review.

DISCLOSURE OF ONE TIME SETTLEMENT

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of 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 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report
forms part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company being engaged in the financial services activities, its operations are not energy intensive, nor does it require
adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 is not applicable to the Company. Nevertheless, the Company is vigilant on the need for conservation
of energy.

Sr. No.	Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
(A)	Conservation of Energy	Not Applicable	Not Applicable
(B)	Technology Absorption	Not Applicable	Not Applicable
(C)	Foreign Exchange Earnings and Outgo	NIL	NIL

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting
records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of
operations and ensures compliance with various policies and statutes in keeping with the organisation’s pace of growth,
increasing complexity of operations, prevention and detection of frauds and errors.

The design and effectiveness of key controls were tested, and no material weaknesses were observed. The Audit Committee
periodically, reviews and evaluates the adequacy of internal financial control and risk management systems.

Efficacy of Internal control systems are tested periodically by Internal Auditors and Internal Control over Financial

Reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the
management and checks by external auditors, During the year under review, no material or serious observation has been
highlighted for inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Finance Company, the provisions of Section 186 of the Act pertaining to granting of
loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other
bodies corporate or persons are not applicable to the Company.

As regards investments made by the Company, the details of the same are provided under Notes in the Financial Statements
of the Company for the year ended March 31, 2024, forming part of this Annual Report.

INSURANCE

The Company does not possess any material properties which need insurance.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024
is available on the website of the Company at www.indergiri.com/Investor.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration in excess of limits prescribed under Section 197(12) and Schedule V
of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of
the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

LISTING

Equity Shares of your Company are listed on Bombay Stock Exchange (BSE), Your Company has paid required listing fees
to Stock Exchanges for FY 2024-2025.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2023-2024, there were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company’s operations in future. Further, no penalties have been levied
by the RBI or any other regulator during the year under review.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained
from Mr. Shanker Wunnava, Managing Director & CFO for the Financial Year 2023-2024 with regard to the Financial
Statements and other matters. The said Certificate is attached herewith as Annexure C and forms part of this Report.

ACKNOWLEDGEMENTS

Your directors acknowledge the support extended by the Securities and Exchange Board of India, Reserve Bank of India,
Ministry of Corporate Affairs, Registrar of Companies and all other Governmental and Regulatory Authorities for the
guidance and support received from them including their officials from time to time.

Your directors also place on record their sincere appreciation for the continued support extended by the Company’s
stakeholders including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture
trustees and well-wishers during the year.

Your directors place on records their appreciation of the contribution made by the employees of your Company, Your
Company’s consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Director

Place: Mumbai Shanker Wunnava Mohit Agarwal

Date: 26th July 2024 Managing Director Director

DIN:08561822 DIN:08774184

Reg. office: Unit No. 806, B Wing, 8th Floor,

Kanakia Wall Street Andheri Kurla Road,

Chakala, Andheri East, Mumbai-400093.

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Mar 31, 2014

Dear Members,

The Directors are pleased to present Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial results of the company are summarized as below:

(Rs. in lacs) (Rs. in lacs) Year Ended Year Ended 31/03/2014 31/03/2013

Income 69.21 39.94

Profit/(Loss) before tax 0.12 4.47

Profit after Tax and adjustments 0.09 4.46

Balance carried to Balance Sheet (16.29) (16.38)

2. REVIEW OF OPERATIONS

During the FY 2014, your company has earned a net profit of Rs.0.09 lacs after taking into account tax provisions and MAT credit entitlement as against Rs. 4.46 lacs during FY 2013.

3. DIVIDEND

In view of inadequate profits, the Board of Directors is not in a position to recommend any dividend for the year.

4. FUTURE OUTLOOK

The Company is operating with its own limited resources. As the financial market is facing lot of challenges interest rates are constantly changing, recoveries have become major concern, therefore survival of small NBFC with limited resource is becoming difficult. In the present scenario and based on the present business model the growth potential in its business is limited.

5. DISCLOSURE UNDER THE LISTING AGREEMENT UNDER CLAUSE 32

Cash flow statement pursuant to Clause 32 of listing agreement is annexed herewith as Annexure "A" and forming part of this report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE

The audit committee comprises of four Directors viz. Mr. B.P. Rauka, Mr. Kishan Sharma, Mr. D.L. Arora and Anand Bagwe, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS

Pursuant to the Companies Act 2013, term of independent Directors is 5 years accordingly Mr. Anand D. Bagwe being appointed for 5 years.

Mr. Dilip Arora, due to his preoccupation expressed his inability to continue as independent Director for a term of 5 years as per requirement of appointment of Independent Director under the Companies Act, 2013 and resigned from the Directorship of the Company.

Mr. Vinod Kumar Sharma in respect of whom notice in writing from a member has been received proposing Mr. Vinod Kumar Sharma as a candidate for office of a Director of the Company. The nomination committee has pursued all requisite details and have the opinion that he posses requisite skills and experience for such appointment and recommended his appointment for a term of 5 years. The Board also recommend his appointment as Independent Director.

Pursuant to Article 58 of The Article of Association of the Company Mr. Kishan Sharma retires by rotation and being eligible offers himself for reappointment Mr. Kishan Sharma is a Chartered Accountant and possesses about 31 years of experience in the field in the field of accountancy, finance and Corporate laws. He has been associated with Company as a director of the Company since 28th March 1995.

9. DEPOSIT

The company has not accepted fixed deposit since inception.

10. AUDITORS'' REPORT

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification except in respect of shares of Somani Securities Pvt Ltd, for which the Company has taken up the matter with the Company for non receipt of share certificates and is pursuing the matter and necessary legal action is being initiated.

11. AUDITORS

M/s S.K. Rathi & Co., Chartered Accountants, are being reappointed as auditors of the Company and given their consent and if appointed will be within the ceiling provided under the Companies Act, 2013.

12. INSURANCE

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION

i. The particulars under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not brings an industry under the Schedule Form A & B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS

The Company gratefully acknowledges the co-operation and supports extended by the Banker, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of the Board of Directors

Place : Mumbai Laxminarayan Sharma Kishan Sharma Date : 8th August 2014 Managing Director Director

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Mar 31, 2012

The Directors are pleased to present Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial results of the company are summarized as below:

(Rs. in lacs) (Rs. in lacs)

Year Ended Year Ended

31/3/2012 31/3/2011

Income 50.11 69.43

Profit/(Loss) before tax 2.40 2.40

Profit after Tax and adjustments 2.40 1.93

Balance carried to Balance Sheet (20.84) (23.24)



2. REVIEW OF OPERATIONS

During the FY 2012, your company has earned a net profit of Rs. 2.40 lacs after taking into account tax provisions and MAT credit entitlement as against Rs.1.93 lacs during previous financial year 2011.

3. DIVIDEND

No dividend can be recommended in view of inadequate profit for the year.

4. FUTURE OUTLOOK

The Company has been operating with its own limited resources. Financial market is facing lot of new challenges interest rates are constantly changing, recoveries have become major concern. In the present scenario and based on the present business model the growth potential in its business is limited. .

5. DISCLOSURE UNDER THE LISTING AGREEMENT UNDER CLAUSE 32

Cash flow statement pursuant to Clause 32 of listing agreement is annexed herewith and forming part of this report.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 3151 March,2012 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE

The audit committee reconstituted and comprises of four directors viz. Mr. B.P.Rauka, Mr. Kishan Sharma, Mr. D.L. Arora and Anand Bagwe, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS

Pursuant to Article 58 of The Article of Association of the Company Mr Anand D Bagwe retires by rotation and being eligible offers himself for reappointment Mr. Bagwe is a science graduate and possesses about 8 years of experience in the field of research & development project management and finance and business management. He got re associated with Company as a director since 2009 and his previous association was for a very brief period of months.

Mr. Pawan Kumar Maurya, who was appointed as an additional Director of the Company, ceased to be the Director on the date of ensuing Annual General Meeting ofthe Company.

9. DEPOSITS

The company has not accepted fixed deposits since inception.

10. AUDITORS'REPORT

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification except in respect of shares of Somani Securities Pvt Ltd, for which the Company has taken up the matter with the Company for non receipt of share certificates and is pursuing the matter and legal course.

11. AUDITORS

M/s A.H.Agarwal & Associates, Chartered Accountants expressed their inability for reappointment M/s R. N. Bhutra & Co., Chartered Accountants are proposed to be appointed as auditors of the Company and given their consent and their appointment will be within the ceiling provided under the Companies Act, 1956.

12. INSURANCE

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION

i. The particulars under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not brings an industry under the Schedule Form A & B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS

The Company gratefully acknowledges the co-operation and supports extended by the Bankers, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of the Board of Directors

Place : Mumbai Laxminarayan Sharma Kishan Sharma

Date :31st May 2012 Managing Director Director

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Mar 31, 2010

The directors are pleased to present Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The financial results of the company are summarized as below:



(Rs. in lacs) (Rs. in lacs)

Year Ended Year Ended

31/3/2010 31/3/2009 Income 35.89 75.88

Profit/(Loss) After Depreciation 19.07 10.84

Provision for Tax 2.96 1.18

Balance carried to Balance Sheet (30.47) (46.58)



2. REVIEW OF OPERATIONS:

The company has earned a profit ofRs. 19.07 lacs as against Rs.10.84 lacs during the previous year.

3. DIVIDEND:

No dividend can be recommended in view of inadequate profit for the year.

4. FUTURE OUTLOOK:

The Company has been operating with its own limited resources. Financial market is facing lot of new challenges interest rates are constantly changing, recoveries have become major concern. In the present scenario and based on the present business model the growth potential in its business is limited.

5. DISCLOSURE UNDER THE LISTING AGREEMENT: UNDER CLAUSE 32

Cashflow statement pursuant to Clause 32 of listing agreement is annexed herewith as Annexure "A" and forming part of this report.

6. DIRECTORSRESPONSIBILITY STATEMENT:

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March,2010 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE:

The audit committee comprises of four directors viz. Mr. B.P.Rauka, Kishan Sharma, Mr. L.N.Sharma and Mr. D. L.A rora, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS:

Pursuant to Article 58 of The Article of Association of the Company Mr Kishan Sharma, retires by rotation and being eligible offers himself for reappointment Mr Sharma is a Chartered Accountant and possesses about 27 years of experience in the field of accountancy, corporate laws and finance.

9. DEPOSITS:

The company has not accepted fixed deposits since inception.

10. AUDITORSREPORT:

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification.

11. AUDITORS:

M/s A.H.Agarwal & Associates, Chartered Accountants are proposed to be reappointed as auditors of the Company and given their consent and if appointed will be within the ceiling provided under the Companies Act, 1956.

12. INSURANCE:

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION:

i. The particulars under the Companies(Disclosure of Particulars in the report of Board of Directors)

Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not bring an industry under the Schedule, Form A&B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS:

The Company gratefully acknowledges the co-operation and support extended by the Bankers, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of

the Board of Directors



Place: Mumbai Kishan Sharma

Date : 14,h August 2010 Chairman