Directors Report of Moongipa Capital Finance Ltd.

Mar 31, 2024

Your Company’s Board of Directors (“Board”) are pleased to present the THIRTY SEVENTH (37^th) Annual Report of Moongipa Capital Finance Limited (‘‘your Company’’) along with the Audited Financial Statements for the Financial Year ended March 31, 2024 (“year under review” or “year” or “FY 2023-24”). The Company is registered with the Reserve Bank of India ("RBI") as a Non-Systemically Important Non-Banking Financial Company ("NBFC") not accepting public deposits (NBFC-ND-NSI).

FINANCIAL PERFORMANCE / HIGHLIGHTS

A Summary of the Company’s Standalone Financial Results for the FY 2023-24 is as follows.

(Amount in Rs.)
Particulars	March 31, 2024	March 31, 2023
Revenue from operation	9,25,00,013	1,82,80,210
Other Income	37,18,520	15,45,520
Total Revenue	9,62,18,533	1,98,25,730
Profit before Finance cost, Depreciation and Tax	2,01,20,174	(2,16,74,362)
Finance cost	11,365	72,611
Depreciation	6,16,801	8,18,351
Profit before tax	1,94,92,008	(2,25,65,324)
Less: Current Tax	10,00,397	-
Deferred Tax	10,40,963	(73,63,714)
Profit for the year	1,74,50,648	(1,52,01,610)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the year under review, your Company has achieved total revenue and net profit of Rs.9,62,18,533 and Rs.1,74,50,648 respectively as against total revenue and net loss of Rs.1,98,25,730 and Rs. (1,52,01,610) respectively during the previous financial year ended March 31, 2023.

ACCOUNTING METHOD

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial Statements. Accordingly, the Annual Financial Statements for the year ended March 31, 2024 are prepared as per IND-AS.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the company has undertaken the business activity of trading in equity shares, preference shares, stocks, debentures (convertible and non-convertible) and all other financial instruments along with other activities of NBFC.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The company would require funds to invest for the expansion of its operations, meeting working capital gap, and for achieving other general corporate objects of the company, and in view thereof, the Board of Directors of the Company in their meeting held on 06^th Day of June, 2024, approved the fund raising option by way of a Rights Issue (“Rights Shares”) to the shareholders holding equity shares of face value of Rs. 10/- each as on the record date to be decided by the Board in consultation with the designated stock exchange, in the ratio as may be determined by the Board/ Rights Issue Committee duly authorized, for an aggregate amount not exceeding Rs. 16,00,00,000/- (Rupees Sixteen Crore Only) (“the Issue”) on such terms and conditions as may be mentioned in the Letter of Offer, Abridged Letter of Offer, and/or Application Forms to be issued by the Company in respect of the Issue including granting of the right to the eligible equity shareholders to whom the offer is made to renounce their respective rights entitlement, in favour of any other person(s) and an option to apply for additional Rights Shares, where eligible equity shareholders have not renounced their rights entitlement, provided however, the actual number of specified securities to be offered, issued and allotted by the Company under the Issue will be based on the share capital of the Company as on the record date.

For the purpose of giving effect to the Issue, a “Rights Issue Committee” of the Board of Directors of the Company comprising Dr. Pooja Jain (DIN: 00097037), Mr. Sanjay Jain (DIN: 00096938), Mr. Ajay Prakash Narain (DIN: 02655527) and Mr. Sandeep Singh, Company Secretary to the Committee, has been constituted.

No other material changes and commitments affecting the financial position of your Company have occurred after the closure of the Financial Year 2023-2024 and till the date of the report.

RBI REGULATIONS

Your Company continues to comply with all the Regulations issued by the Reserve Bank of India to the extent as applicable to the Company.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend on the equity shares of the Company for the financial year 2023-24 due to conservation of profits.

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Limited. The Annual listing fees for the year 2024-25 have also been paid to the BSE Limited (Stock Exchange).

ANNUAL RETURN / WEB LINK OF ANNUAL RETURN

As per amendment in section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, a copy of Annual Return are hosted on the website of the Company in the prescribed form, and can be accessed through the web link - https://www.mongipa.com/investors-relation/#15.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Employees, Directors and Key Managerial Personnel as required under Section 197 of the Act read with Companies (Appointment and Remuneration) Rules, 2014 is annexed herewith as Annexure A forming integral part of this Report.

INDUSTRY OVERVIEW

The Indian financial services industry is vast and diverse consisting of banks, NBFCs, capital markets, insurance sector and the new payment banks with increasing finance penetration. The opportunity in India is very high especially in the rural areas for moving from physical savings to financial savings. With increasing internet penetration and financial literacy, the future growth prospects of financial service industry in India is very bright.

PUBLIC DEPOSITS

Being a non-deposit taking Company, Your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

TRANSFER OF RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, created a statutory reserves and during the year under review, the Company has transferred an amount of Rs. 34,90,130 (Rupees Thirty Four Lakh Ninety Thousand One Hundred Thirty Only) out of the profits of the year to the said Reserves.

SHARE CAPITAL

The Authorised and Paid up equity share capital as on March 31, 2024 was Rs. 15,50,00,000 and Rs. 3,05,48,000 respectively.

During the year, the company has increased its Authorized Share Capital from Rs. 15,00,00,000/-(Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,50,00,000/- (Rupees Fifteen Crore Fifty Lakh Only) divided into 1,55,00,000 (One Crore Fifty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 5,00,000 (Five Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.

There was no public issue, rights issue, bonus issue or preferential issue during the year. The company has neither issued shares with differential voting rights, sweat equity shares nor it has granted any stock options. The Company is proposing to make a right issue of equity shares in the upcoming years.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

Information regarding investments covered under the provisions of section 186 of the said Act are detailed in the Financial Statements.

MANAGEMENT’S DISCUSSION AND ANALSYS

Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is annexed to this report as Annexure B. Certain statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS AND KEY MANAGERIAL PERSONS

The Company has Four Directors on its Board comprising two Independent Directors and two Non- Independent Directors, one of whom is the Wholetime Director and other Non- Executive Director.

Dr. Pooja Jain	Whole Time Director
Mr. Sanjay Jain	Non-Executive Director
Mr. Ajay Prakash Narain	Independent & Non-Executive Director
Mrs. Preeti Srivastava	Independent & Non-Executive Director

Key Managerial Persons
Dr. Pooja Jain	Whole Time Director
Mr. Sandeep Singh*	Company Secretary & Compliance Officer
Mr. Mohd. Javed QureshiA	Chief Financial Officer

*Mr. Gulshan Ahuja had ceased to be Company Secretary and Compliance Officer of the Company w.e.f the closing of business hours of 31^st March, 2023 and Mr. Sandeep Singh has been appointed as a Company Secretary and Compliance officer w.e.f 08^th April, 2023.

^AMrs. Jyoti Mehta has ceased to be Chief Financial Officer of the Company w.e.f 17^th May, 2023 and Mr. Mohd. Javed Qureshi has been appointed as Chief Financial Officer w.e.f 26^th May, 2023.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and pursuant to Articles of Association of the Company, Mr. Sanjay Jain, Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment for the consideration of the members of the Company at the ensuing AGM.

BOARD AND COMMITTEES MEETINGS

The Board meets at regular intervals to, inter-alia, discuss about the Company’s Policies and strategy apart from other Board matters. The Tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors.

The details about the Board/Committee meetings are given at length in Report on Corporate Governance forming part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Act and that they qualify to be an Independent Directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under Regulation 16(1) (b) of the Listing Regulations.

PERFORMANCE EVALUATION

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. The Company has formulated a Policy for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the NonExecutive Directors and Executive Directors. The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company’s business/activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance and the Directors individually (including Independent Directors) as well as the evaluation of the working of its Committees. Feedback was sought by well-defined and structured questionnaires covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance, oversight of Company’s subsidiaries, etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Company’s business/activities.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairperson of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non- Executive Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. Qualitative comments and suggestions of Directors were taken into consideration by the Chairperson of the Board and the Chairperson of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company. The details of such familiarization programs for Independent Directors have been disclosed on the website of the Company, the web link for which is https://www.mongipa.eom/investors-relation/#18

CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organization. The Company continues to be compliant with the requirements of Corporate Governance as enshrined in Listing Regulations. As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate Governance Report along with Statutory Auditors'' Certificate confirming compliance of corporate governance for the year ended March 31, 2024 is annexed as Annexure C forming integral part of this Annual Report.

CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

I. Nomination and Remuneration Policy

In accordance with the provisions of section 134 (3) (e) of the Companies Act, 2013 read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted the policy on appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter - alia includes the criteria for determining qualifications, positive attributes and independence of directors.

Your company has also adopted policy on remuneration of Directors, Key Managerial Personnel and Employees of the company in accordance with the provisions of sub section (4) of section 178. The Policy is available on the Company’s website https://www.mongipa.com/wp-content/uploads/2023/02/Nomination-Remuneration-Policy-MCFL.pdf and the same is as appended as - Annexure D and forms part of this report.

II. Risk Management Policy

Your company has a comprehensive Risk Management Policy in place and laid down a well defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

At present the company has not identified any element of risk which may threaten the business (or) existence of the Company.

III. Whistle Blower Policy - Vigil Mechanism

The company promotes ethical behavior in all its business activities and has established a vigil mechanism for its directors, employees and stakeholders associated with the company to report

their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, or any Stakeholders associated with the Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company’s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Company’s website www.mongipa.com and the same is attached herewith as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned in Section 135(1) of the Companies Act, 2013.

STATUTORY AUDITORS AND AUDITORS’ REPORT

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting ("AGM") held on September 28, 2023, M/s Sunil K Gupta & Associates, Chartered Accountants (Firm Regn No. 002154N) were appointed as the Statutory Auditors of the Company for a first term of 5 consecutive years to hold office from the conclusion of the 36^th AGM till the conclusion of 41^st AGM of the Company. The Company had received a letter from, M/s Sunil K Gupta & Associates, Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company.

The report given by the Auditors on the Standalone Financial Statements of the Company for the year ended March 31, 2024 forms part of this Annual Report. The Auditor''s comments on the Company''s account are self-explanatory in nature and do not require any explanation and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and no frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to the Financial Statements are selfexplanatory and do not call for any further comments.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has reappointed M/s R. Mahajan & Associates, Chartered Accountants, Firm Registration Number-0011348N, as their Internal Auditors to carry out the Internal Audit of various operational areas of the Company for Financial Year ending March 31, 2024. The Internal Auditors, M/s R. Mahajan & Associates, Chartered Accountants, have conducted internal audits periodically and submitted their reports to the company.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

The Board of the Directors of the company had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries (Membership No.: 34404 and C.P.No.:18930) to conduct the Secretarial Audit of the company pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of sub - section (1) of Section 204, the Secretarial Audit Report for the financial year 2023-24 is appended to this report as Annexure E.

The same does not contain any qualification, reservation or adverse remark or disclaimer. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW

As the company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to the conversation of Energy and Technology absorption pursuant to section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8(3) of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any Foreign Exchange Earnings and outgo in the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered at arm’s length basis in the ordinary course of business were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the company with Promoters, Director or Key Managerial Personnel etc. which may have potential conflict with the interests of the company at large or which required the approval of the shareholders, accordingly no transaction as being reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013.

The Company has put in place a Policy for Related Party Transactions ("RPT Policy"), amended from time to time. The Policy provides for identification of Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee / Board / Members, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations.

The policy on related party transactions as approved by the board is available on company’s website www.mongipa.com.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non executive independent director vis-a-vis the company for the period ending March 31, 2024.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financials control with reference to financial statements, commensurate with the size, scale, and complexity of its operation to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

Reasonable Financial Controls are operative for all the business activities of the company and no material weakness in the design or operation of any control was observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s Operation in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [“POSH”]

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment. Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the constitution of ICC (Internal Complains Committee) is mandatory to the Company as the company has More than 10 (ten) employees.

However, in order to prevent sexual harassment of women at workplace, your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into the complaints relating to sexual harassment at workplace of any woman employee. During the year under review, your Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on March 31, 2024.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, Company doesn’t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to Directors responsibility statement, the Directors of the company hereby confirm that:

i) In preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

iv) Directors had prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls for the company that are adequate and were operating effectively.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No amount was lying unpaid or unclaimed for a period of seven years. Therefore no funds were required to be transferred to Investor Education and Protection Fund (IEPF).

CASH FLOW STATEMENT

The cash flow Statement for year ended March 31, 2024 is in conformity with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is annexed herewith.

DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud / misconduct were detected at the time Statutory Audit by Auditors of the Company for the financial year ended on March 31, 2024.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

No application has been made or any proceeding is pending under the IBC, 2016.

GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email address is available with Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in the electronic Report form.

ACKNOWLEDGEMENT

The Board expresses its deepest appreciation and gratitude for the guidance and cooperation extended to the Company by RBI, statutory authorities and regulators. The Board also thanks the banks and financial institutions for their timely financial assistants to the company and helping the company to reach out to customers across the country. The Board thanks the auditors to the company for their guidance. Special thanks are due to the employees of the company who contributed their skills, enthusiasm, commitment and dedication which have over the years helped the company to earn prominence. The Board is grateful to the shareholders, depositors of the company for their patronage.

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Mar 31, 2014

Dear members,

The directors take pleasure in presenting the 27th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The highlights of your company''s financial results for the financial year under review are summarized below:

(Rs. in Lacs) (Rs. in Lacs) Year Ended Year Ended 31.03.2014 31.03.2015

Gross Income 54.15 60.06

Less : Interest & Finance 2.62 4.20 Charges

Less: Personnel &Admn. 53.27 54.40 Charges

Less: Depreciation 1.71 1.22

Less: Provision for Taxes 1.06 0.66

Net Profit/(Loss) for the year (4.52) (0.42)

DIVIDEND

Since with a view to conserve the resources and in absence of profit the Directors have not recommended any dividend for the year ended 31.03.2014.

PERFORMANCE REVIEW

The financial year 2013-14 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled it for greater part of financial year 2012-13 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 4.52 lakhs as against the loss of Rs. 0.42 lakhs in the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

MANAGEMENT''S DISCUSSION AND ANALSYS

The report on Management Discussion and Analysis as required under the Listing Agreement is enclosed to this report. Certain statements in that section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

PUBLIC DEPOSITS

Your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

TRANSFER OF RESERVES

Your Company has not transferred any sum to the General reserves.

DIRECTOR

Mr. Sanjeey Jain DIN: (00122687), director of your company, retires by rotation and being eligible offers himself for reappointment.

Mrs. Jyoti Mehta (06859880) was appointed as additional director of the Company on 25th April 2014, The Company has received a notice in writing from a member signifying his intention to propose the candidature of Mrs. Jyoti Mehta for the office of director in terms of Section 160 and other applicable provisions of the Companies Act, 2013. She is being appointed as director liable to retire by rotation.

Mr. Mohd. Nasir (DIN: 02703793) has resigned on 25th April 2014 from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies, Act, 1956, the Directors hereby confirm:

(i) That in preparation of annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

(iii) That they 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) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company''s philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in alt facets of its operations as well as in all interactions with its stakeholders including shareholders, Lenders and regulatory Authorities. Your Company has also implemented several best corporate governance, code of conduct and ethics. As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

(a) Statutory Auditors:

In compliance with the Companies (Audit & Auditors) Rules, 2014. M/s Saxena & Saxena, Chartered Accountants (Firm Registration Number-006103N), the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term till the conclusion of fourth Annual General Meeting, with this AGM being counted as the first AGM to authorize the Board of Directors to fix their remuneration,

(b) Internal Auditors:

The Company has appointed M/s R. Mahajan & Associates (Firm Registration Number-0011348N), Chartered Accountants as its Internal Auditors to cany out the Internal Audit of various operational areas of the Company.

(c) Secretarial Auditors:

As per provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s S. Aggarwal & Associates, Practicing Company Secretaries (Membership Number-FCS6l58 & C.P. No.-8989) as Secretarial Auditors of the Company for the Financial Year 2014-15.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) of the Companies Act, 1956 is not applicable, as the company is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/ Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975. There is no employee in the aforesaid category.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company''s Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company''s continuing success.

For & On behalf of the Board Sanjay Jain Director

Place: New Delhi Date: 29th May 2014

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Mar 31, 2013

To the members,

The directors have the pleasure in presenting the 26th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(Rs. In Lacs) (Re. In Lace) Year Ended Year Ended 31.03.2013 31.03.2012

Gross Income 60.06 46.72

Less: Interest & Finance Charges 4.20 1.03

Less: Personnel & Admn.Charges 54.40 43.50

Less: Depreciation 1.22 1.45

Less: Provision for Taxes 0.66 0.23

Net Profit/(Loss) for the year (0.42) 0.50

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2013.

PERFORMANCE REVIEW

The financial year 2012-13 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled K for greater part of financial year 2011-12 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 0.42 lakhs as against the profit of Rs. 0.50 lakhs in the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments In economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

PUBLIC DEPOSITS

In terms of the provisions of Section 58A of the Act read with companies (Acceptance of deposit rules), 1975, your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTOR

Mr. Sanjay Jain, director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies, Act, 1956, the Directors hereby confirm:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

lii) 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 preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/s Saxena * Saxena, Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificate pursuant to Section 224(1) (B) of the Companies Act 1956 have been obtained from the Auditors and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act.

AUDITOR8 REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self- explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional Information on conservation of energy, technology absorption as required under Sec.217(1)(e)of the CompaniesAct, 1956 is not applicable, as the company Is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975. There is no employee in the aforesaid category.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company''s Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company''s continuing success.

For & On behalf of the Board

Place: New Delhi

Date: 30705/2013 Chairman

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Mar 31, 2012

The directors have the pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2Q12.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below.

(Rs. in Lacs) Year Ended Year Ended 31.03.2012 31,03.2011

Gross Income 46.72 42.08

Less : Interest & Finance Charges 1.03 0.19

Less: Personnel &Admn.Charges 43.50 36.63

Less : Loss on sale of Shares/Mutual Fund 0.00 2.67

Less: Depreciation 1.45 1.76

Less. Provision for Standard Assets 0.00 0.40

Add: Provision no longer required 0.00 2.27

Less: Provision for Taxes 0.23 1.47

Net Profit/(Loss) for the year 0.50 1,23

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2012.

PERFORMANCE REVIEW

During the year under review, revenue account shows Profit of Rs. 0.50 lacs as against the profit of Rs. 1.23 lacs in the last financial year. Directors are hopeful to earn more revenue in current year.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

FIXED DEPOSITS

For the year ending 31 March 2012 your company has not accepted any deposits under section 58Aof the Companies Act 1956.

DIRECTOR

Mr. Shyam Sharma, director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies, Act, 1956, the Directors hereby confirm:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company tor that period.

iii) We have taken proper and sufficient care for the maintenance of adequate ac- counting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis,

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/s Saxena 4 Saxena, Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificate pursuant to Section 224(1) (B) of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self- explanatory 4 therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOR EIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) of the Companies Act, 1956 is not applicable, as the company is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PERSONNEL

There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company's Business Associates, Bankers, valued clients, Association of Leasing A Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company's continuing success.

For & On behalf of the Board

Place; New Delhi Chairman

Date. 24/05/2012

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Mar 31, 2010

The directors have the pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2010.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(RS. In Lacs)

Year Ended Year Ended 31.03.2010 31,03,2009

Gross Income 45,25 51.48

Less: Interest & Finance Charges 0,34 0,35

Less: Personnel & Admn, Charges 38.49 41.09

Less: Loss on sale of

Shares/Mutual Fund 0.00 8.66

Less: Depreciation 1.75 2.66

Less: Provision for Substandard Assets 8.27 1.05

Less: Provision for Taxes 2.05 15.46

Less: Prior Period Items 0.00 1.52

Net Profit / (Loss) for the year (5.65) (19.32)

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2010.

PERFORMANCE REVIEW

The financial year 2009-10 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled it for greater part of financial year 2008-09 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 5.65 lakhs as against the loss of Rs. 19.32 In the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines Issued by Reserve Bank of India, to the extant as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments In eco- nomic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the Implication to Its business of the various changes, as also the impact of altered economic policies and interna- tional developments.

FIXED DEPOSITS

For the year ending 31 March 2010 your company has not accepted any deposits under section 58A of the Companies Act 1956.

DIRECTOR

Mr. Sanjeev Jain, director of your company, retires by rotation and being eligible offers himself for reappointment.

Mr. Rakesh Ram has resigned from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies, Act, 1956, the Directors hereby confirm:

I) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

Ill) 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 preventing and detecting fraud and other irregularities;

Iv) We have prepared the annual accounts on a going concern basis.

TRADING IN EQUITY SHARES OF OUR COMPANY

The Company equity shares are being traded at Bombay Stock Exchange Ltd., Mumbai (BSE) W.e.f. July 06,2010.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate sec- tion of Corporate Govenance report together with the Auditors confirming compliance is set out In the Annexure forming part of this report

AUDITORS

M/s Saxena & Saxena, chartered Accountants, the Statutory Auditors of the com- pany will retire at the conclusion of the Annuel General Meeting and being eli- gible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The observations of the Auditors and the relevant notes on the accounts are self- explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as re- quired under Sec.217 (1)(e) of the Companies Act, 1958 Is not applicable, as the company Is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PERSONNEL

There Is no employee In the company whose particulars are required to be given under Section 217(2A) of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the com- panys Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of ap- preciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards companys continuing success.

For & On behalf of the Board

Chairman

Place: New Delhi

Date : 22/07/2010

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Mar 31, 2003

The directors have the pleasure in presenting the 16th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2003.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(RS. in Lacs) Year Ended Year Ended 31.03.2003 31.03.2002

Gross Income 103.34 128.24

Less : Interest & Finance Charges 19.68 22.93

Less : Personnel & Admn.Charges 10.21 12.08

Less : Loss on sale of assets 59.07 167.92

Depreciation 39.48 41.10

Less : Provision for Income Tax/ W/back _ 0.04

Less : Deferred Tax (60.65) 3.48

Net Profit/(Loss) for the year 35.55 (119.30)



DIVIDEND

The Directors have not recommended any dividend for the year ended 31.03.2003 in the absence of divisible surplus.

PERFORMANCE REVIEW

During the year under review, revenue account shows Profit of

RS. 35.55 lacs. This is a transitory and cleansing phase after a

prolonged recessionary economic cycle affecting the quality of

assets.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the prescriptions of Reserve Bank of India, as applicable.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in industrial sector exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to Its business of the various changes, as also the impact of altered economic policies and international developments.

FIXED DEPOSITS

For the year ending 31 March 2003 your company has not accepted any deposits under section 58a of the Companies Act 1956. DIRECTOR

Mr. Rakesh Dodeja, Director of your company, retires by rotation and being eligible offers himself for reappointment. Mr. S.C. Jain was appointed as additional director with effect from 27th September 2002. He will hold the office up to the date of ensuing Annual General Meeting and is eligible offered for appointment as director.

DIRECTORS RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the

information and documents collected by them, your Directors report:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2002-2003 and of the profit of the company for the period.

iii) 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 preventing and detecting fraud and other irregularities,

iv) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/S Saxena & Saxena Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The Auditors Report is self-explanatory & does not require any clarification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) Of the Companies Act, 1956 is not applicable, as the company is a Non- Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

PERSONNEL

There Is no employee in the company whose particulars are required to be given under Section 217(2A) Of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the companys Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record , their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards companys continuing success.

For & On behalf of Board

Chairman

Place: New Delhi Date : August 12, 2003

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Mar 31, 2002

The directors have the pleasure in presenting the 15th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2002.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(Rs. in Lacs)

Year Ended Year Ended

31.03.2002 31.03.2001

Gross Income 128.24 145.53

Less : Interest & Finance Charges 22.93 30.93

Less : Personnel & Admn.Charges 12.08 10.45

Less : Loss on sale of assets 167.92 95.65

Depreciation 41.10 80.43

Provision For Taxation - -

Less : Provision for Income Tax/W/back - 0.04

Add : Unclaimed TDS written off 0.04 (0.32)

Less : Deferred Tax 3.48 -

Net Profit/(Loss) for the year (119.30) (72.21)

Profit Brought Forward from 132.38 204.60

The Previous Year Carried to Balance sheet 13.08 132.39

DIVIDEND

The Directors have not recommended any dividend for the year ended 31.03.2002 in the absence of divisible surplus.

PERFORMANCE REVIEW

During the year under review, revenue account shows loss of RS. 119.30 mainly on account of depreciation and write off. This is a transitory and cleansing phase after a prolonged recessionary economic cycle affecting the quality of assets.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits,Non-Banking Financial Companies Prudential Norms (Reserve Bank of India) Directions 1998 are not applicable to the Company in regard to capital adequacy or in any other aspects.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand , developments in industrial sector exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

DIVERSIFICATION

Your company has large diversification plans in the field of Software Applications and exports. The management of the company is regularly in touch with other companies in the field of information technology looking for a mutually beneficial merger or collaboraion.

FIXED DEPOSITS

For the year ending 31 March 2002 your company has not accepted any deposits under section 58a of the Companies Act 1956.

DIRECTOR

Mr. Sanjay Jain, Director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the information and documents collected by them, your Directors report:

i) In the preparation of annual accounts,the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2001-2002 and of the profit of the company for the period.

iii) 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 preventing and detecting fraud and other irregularities;

iv) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As per the schedule of implementation announced for the purpose, the compliance of provisions of clause 49 of the listing agreement, as amended, shall be applicable to the company with the financial year 2002-03. Your directors have already initiated steps to comply with the requirements of the amended listing agreement.

AUDITORS

M/S Saxena & Saxena ,Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The Auditors Report is self-explanatory & does not require any clarification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) Of the Companies Act, 1956 is not applicable, as the company is a Non- Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

PERSONNEL

There is no employee in the company whose particulars are required to be given under Section 217(2A) Of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the companys Business Associates Bankers,valued clients,Association of Leasing & Finance companies,Government agencies as well as shareholders.

Your directors also take the opportunity to place on record , their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels , and also their contribution towards companys continuing success.

For & On behalf of the Board

Chairman

Place : New Delhi Date : August 12, 2002