Directors Report of Octal Credit Capital Ltd.

Mar 31, 2024

Your Director have pleasure in presenting the 32^nd Annual Report of the Company together with Audited
Statements of Accounts for the year ended 31^st March 2024.

STANDALONE & CONSOLIDATED FINANCIAL STATEMENT:

(Rs in Lacs)

Particulars	STANDALONE		CONSOLIDATED
	For the Year Ended March 31, 2024	For the Year Ended March 31,2023	For the Year Ended March 31, 2024	For the Year Ended March 31,2023
Revenue from Operation	28.29	110.51	28.29	110.51
Other Income	0.11	0.19	0.11	0.19
Total Income	28.40	110.70	28.40	110.70
Total Expenses	14.51	157.34	14.51	157.34
Exceptional Item	--	--	--	--
Profit/(Loss) Before Tax	13.89	-46.64	13.89	-46.64
Provision for Taxation	--	--	--	--
Deferred Tax Asset/(Liability)	2.72	16.79	2.72	16.79
Income Tax For Earlier Year	--	0.07	--	0.07
Profit/(Loss) After Tax	11.16	-29.78	11.17	-29.78
Add: Share of Profit in Associates	--	--	397.52	-17.09
Profit/(Loss) For the Period	11.16	-29.78	408.69	-46.87
Other Comprehensive Income	223.44	-7.28	132.49	-3.37
Total Comprehensive Income for the Period	234.61	-37.06	541.18	-50.24

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2023-2024.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments, affecting the Financial Position of the Company,
which have occurred between the End of Financial Year of the Company to which the Financial Statements
relate and the date of the report.

DIVIDEND:

Due to insufficient profit during the year under review The Board has decided not to recommend any
dividend for the year ended 31st March 2024.

TRANSFER TO RESERVE:

The Company has transferred Rs. 4.49 lacs (20% of Rs. 22.43 lacs) to statutory reserve under section 45 IC of
RBI Act 1934 in the financial year 2023-2024.

CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2024 stood at Rs. 500.09 Crore. During the year under
review, the Company has not issued any shares with differential voting rights, sweat equity shares nor
granted any stock options. The company neither came out with rights, bonus, private placement and
preferential issue.

OPERATIONS & FUTURE OUTLOOK:

The Company will look to extend to adjacent business spaces without compromising the integrity of the loan
book. We believe that the market for this is large and relatively underpenetrated.

Given the potential in the business, we believe that we should be able to more than double revenues during
the current financial year and double that again in 2025-26. The next two years are expected to generate
sizeable growth, enhancing value for our customers while improving our visibility and profitability.

According to RBI one of the main reasons for tighter regulation is to reduce the systematic risk they pose to
the financial system since they borrow heavily from banks. Prima facie it may appear that these reforms will
affect the productivity of the NBFCs; however, with time they are more likely to improve NBFCs capacity to
endure asset quality shocks and also deal with systemic risks. Moreover, increase in disclosure requirements
and corporate governance norms will have a three-fold effect. It will enhance transparency and increase the
responsibility of the management and further supplement investor awareness.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and
complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are
safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The
scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The
Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in
the Company, its compliance with operating systems, accounting procedures and policies. To maintain its
objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the

Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation
and comments of the Audit Committee are placed before the board.

DIRECTORS & KEY MANAGERIAL PERSON:

Key Managerial Personnel

Mr. Arihant Patni- Whole Time Director
Mr. Shyam Arora - Chief Financial Officer
Mrs Sweety Nahata - Company Secretary

Non-Executive, Non Independent Directors

Mr. Dilip Kumar Patni
Mr. Kamal Nayan Jain
Mrs. Vandana Patni

Non-Executive, Independent Directors

Mr. Sambhu Nath Jajodia
Mr. Bijay Bagri

Appointment and Resignation:

In accordance with the provisions of the section 152 of Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company, Mrs. Vandana Patni (DIN 07111093)
(Non-Executive, Non Independent Directors), who retires by rotation and, being eligible, offers
herself for reappointment at the ensuing Annual General Meeting of the company.

A brief resume of the Directors proposed to be re-appointed along with additional information is
provided in the notice of Annual General Meeting.

INDEPENDENT DIRECTORS

Your Company has received declaration from Independent Directors that they meet the criteria of
Independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulations
16(1)(b) and 25(8) of the Listing Regulations and there is no change in their status of Independence
and have also confirmed that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her
duties with an objective independent judgment and without any external influence. All requisite
declarations were placed before the Board. Your company has also received declaration from
Independent Directors that they have affirmed compliance with the Code for Independent Directors
as prescribed in Schedule IV to the Companies Act, 2013 and also with the Company''s Code of
Conduct applicable to all the Board Members and Senior Management Personnel of the Company
for the financial year ended 31st March 2024. Your Company has noted that all the Independent
Directors of the Company have registered themselves with IICA in terms of Section 150 of the Act
read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended
thereof. Further, Board of Directors confirms that all the Independent Directors meet the criteria of
proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) read with
Section 150 of Companies Act 2013 and Rules thereon.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, integrity and expertise in the fields of finance, taxation, advisory,
corporate law, and so on.

MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies'' Act 2013. During the year
under review, 10 (Ten) board meetings were convened and held. The date on which meeting were
held are as follows :

06.04.2023, 29.05.2023, 14.07.2023, 11.08.2023, 25.08.2023, 13.09.2023, 18.09.2023, 10.11.2023,
12.02.2024 and 25.03.2024.

The maximum interval between any two meetings did not exceed 120 days.

FORMAL ANNUAL EVALUATION& INDEPENDENT DIRECTORS MEETING:

During the year, the Board has carried out the annual evaluation of its own performance as well as
the evaluation of the working of its Committees and individual Directors. This exercise was carried
out through a structured questionnaire prepared separately for Board, Committee and individual
Directors on the basis of the various parameters.

Separate exercise was carried out to evaluate the performance of Whole Time Director on basis of
the parameters such as contribution, independent judgment, effective leadership to the Board,
safeguarding of minority shareholders interest etc. Based on set parameters, the performance of the
Board, various Board Committees vi z. Audi t Committee, Stakeholder s ''Relationship Committee,
Nomination and Remuneration Committee and Independent Directors was carried out and
evaluated to be satisfactory.

During the year under review, the Independent Directors of your Company carried out the
performance evaluation of Non- Independent Directors and Chairperson at a separate meeting of
Independent Director held on 18.09.2023. The Directors were satisfied with the Evaluation Results,

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section
197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I. and forms a part of
the Board Report. Further, none of the employees of the Company are in receipt of remuneration
exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act
2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not required to be included.

DETAILS OF SUBSIDIARY / TOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has no Subsidiary Company. Details of Associate Companies during the year under
review is annexed as Annexure II (i.e. in Form AOC - I) and forms part of the Board Report.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITOR:

Pursuant to section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014 and due to the Casual Vacancy occurred on
resignation of M/s RANJIT JAIN & Co. Chartered Accountants on 10^th May, 2024, appointment of
M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E) made by the Board of
Directors in their meeting held on 10.05.2024 to conduct Audit for the financial year 2023-2024
subject to the approval of the shareholders at the Annual General Meeting.

M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have expressed their
willingness to continue as statutory auditors of the company for a further period of 2 (Two) years.
The Board recommends their appointment for a period of 2 (Two) years to continue as such till the
conclusion of the Annual General Meeting to be held in the year 2026. Accordingly, the members
are required to consider and approve the RE-Appointment of M/s VASUDEO & ASSOCIATES
Chartered Accountant (FRN 319299E), as statutory auditors of the company to continue as such
until the conclusion of the Annual General Meeting to be held in 2026 at a remuneration to be
decided by the Board of Directors in consultation with the said auditors.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have
represented that they are not disqualified and continue to be eligible to act as the Auditor of the
Company. M/s VASUDEO & ASSOCIATES Chartered Accountant (FRN 319299E), have also
confirmed that they have been subjected to the peer review process of the Institute of Chartered
Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as
required under Regulation 33(1)(d) of the Listing Regulations.

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 Mrs. Dipika Jain, Company Secretary in Practice to undertake the
Secretarial Audit of the Company for the FY 2023-2024. The Report of the Secretarial Audit Report is
annexed herewith as Annexure III.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act, 2013 and
The Companies (Accounts) Rules, 2014 the Company M/ s. Amresh Jain & Co., were appointed to
undertake the Internal Audit of the Company for 2 years i.e for the F.Y. 2022-23 & 2023-24. There
stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the
year ended 31st March 2024.

AUDITOR REPORTS There are no qualifications, reservation or adverse remarks made by M/s.
Vasudeo & Associates, Chartered Accountants, Kolkata, (Firm Registration No.:319299E), the
statutory Auditor, in their report.

The statutory Auditor have not reported any incident of fraud to the Audit committee of the
company in the year under review.

COMMITTEES:

i) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial
Reporting before submission to the Board. The Audit Committee is responsible for the
recommendation of the appointment, remuneration, performance and oversight of the work of the
Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory
Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee,
along with the Head of Internal Audit. At present, there are three Members of the Audit Committee.
The composition of the Audit Committee is given below:

S.No.	Name of Member	Category
1	Mr. Sambhu Nath Jajodia	Chairman - Independent, Non Executive
2	Mr. Bijay Bagri	Independent , Non Executive
3	Mr. Dilip Kumar Patni	Non Independent, Non - Executive

ii) NOMINATION AND REMUNERATION COMMITTEE:

The committee''s constitution and terms of reference are in compliance with provisions of section
178 of Companies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The functions of this Committee include identification of persons
who are qualified to become Directors and who may be appointed as Senior Management,
formulation of criteria for determining qualifications, positive attributes, independence,
recommendations of their appointments to the Board, evaluation of every Director''s performance,
formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key
Managerial Personnel and Senior Management.

At present, there are Three Members of the Nomination and Remuneration Committee, in which
Two are Independent Directors.

The composition of the Nomination And Remuneration Committee is given below:

S.No.	Name of Member	Category
1	Mr. Sambhu Nath Jajodia	Chairman - Independent, Non Executive
2	Mr. Bijay Bagri	Independent , Non Executive
3	Mr. Dilip Kumar Patni	Non Independent, Non - Executive

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is responsible to Consider & Resolve the Grievances of
Security holders including complaints related to transfer of shares, non receipt of balance sheet, non
receipt of declared dividends, Transfer & transmission of shares, Issue of duplicate shares,
Exchange of new design share certificates, Recording dematerialization & rematerialization of
shares & related matters.

The composition of the Stakeholders Relationship Committee is given below:

S.No.	Name of Member	Category
1	Mr. Dilip Kumar Patni	Chairman - Non-Independent
2	Mr. Kamal Nayan Jain	Non-Independent
3	Mrs. Vandana Patni	Non-Independent

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct
of business operations. To maintain these standards, the Company encourages its employees who
have concerns about suspected misconduct to come forward and express these concerns without
fear of punishment or unfair treatment. The company has adopted a Whistle Blower policy to
establish a vigil mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said
policy is hosted on the website of the company (www.occl.co.in)

RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing Agreement, your
company has a robust Risk management framework to identify, evaluate business risk and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the competitive advantage. The framework has different risk
models which help in identifying risk trends, exposure and potential impact analysis at a company
level. The said policy is hosted on the website of the company (www.occl.co.in)

CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as
the provisions relating to the same are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format
prescribed MGT 9. The details forming art of the extract of Annual Return as on 31st March 2024 is
annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATION IN FUTURE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Your Company being the Non-Banking Financial Company having the principal business of
providing loans, is exempted from the provisions of Section 186 of the Companies Act, 2013 to the
extent of providing loans, giving guarantee and providing security in connection with loan.
However, the details of investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in notes to the financial statement.

DEPOSITS:

Your company is non deposit taking NBFC registered with RBI, thus the said clause is not
applicable and the company does not accept any deposit. The Board of Directors has duly passed a
resolution in their meeting giving effect to the aforesaid statement.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the
financial year were on an arm''s length basis and were in the ordinary course of business and the
provisions of section 188 of the Companies Act 2013 are not attracted and thus disclosure about
details of contracts or arrangements or transactions with related parties referred to in section 188(1)
in Form AOC-2 is not required. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party transactions. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or their relatives or other designated persons which could have a potential
conflict with the interest of the Company at large.

All Related Party Transactions are periodically placed before the Audit Committee as also the Board
for approval. During the year under review the company has not taken any omnibus approval from
Audit committee. A Related Party policy has been devised by the board of Directors for
determining the materiality of transactions with related parties and dealing with them. Further your
directors draw your kind attention of the members to Notes to the financial statements which sets
out related party transactions.

CORPORATE GOVERNANCE REPORT:

As per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Corporate Governance provisions specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall
not apply, in respect of (a) a listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. As
our company falls under above mentioned exception hence compliance with Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to us. Therefore Corporate
Governance Report for the year ended 31.03.2024 is not prepared.

DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :

The Company believes that it is the responsibility of the organisation to provide an environment to
its employee which is free of discrimination, intimidation and abuse and also to protect the integrity
and dignity of its employees and also to avoid conflicts and disruptions in the work environment.
Further there stood no cases filed during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors affirms that the Company has duly complied with the applicable Secretarial
standards (SS) relating to Meetings of the Board (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India which have mandatory application during the year under
review.

DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO
SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act,
2013 read with the applicable rules thereon for the FY 2023-2024. Hence the said clause is not

applicable to the Company with respect to its'' nature of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOES:

Since the Company does not own any manufacturing facility, the requirements pertaining to
disclosure of particulars relating to conservation of energy, technology absorption and foreign
exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are not applicable.

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

During the financial year under review, the company has not taken from any Bank and further
there stood no instance of onetime settlement with any Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and
explanation obtained by them, make the following statement in terms of clause (c) of sub-section (3)
of section 134 of Companies Act 2013 that — OCTAL CREDIT CAPITAL LIMITED Annual Report
2023-2024

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

b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31st March 2024 and of the Profits of the company for that
period;

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

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

e) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS:

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

On Behalf of the Board of Directors

Place: Kolkata D. K. Patni

Date : 29^th Day of May, 2024 Chairman

---

Mar 31, 2015

The Director have pleasure in presenting the 23rd Annual Report of the Company together with Audited Statements of Accounts for the year ended 31st March 2015.

FINANCIAL STATEMENT:

(Rs. in Lacs)

Particulars For the Year Ended For the Year Ended March 31, 2015 March 31, 2014

Revenue from Operation 39.63 44.11

Other Income 26.14 0.74

Total Income 65.77 44.85

Total Expenses 64.87 43.74

Profit/(Loss) Before Tax 0.90 1.11

Provision for Taxation - 0.46

Deferred Tax Asset/(Liability) (0.02) 0.17

MAT Credit Entitlement 0.79 -

Profit/(Loss) After Tax 1.67 0.48

OPERATING & FINANCING PERFORMANCE:

There has been no change in nature of business of the company during the F.Y. 2014-2015.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2014-2015.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments, affecting the Financial Position of the Company, which have occurred between the End of Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND:

Your Board of Directors has decided that the funds of the company are required for future expansion of the company and so the profits of the company for the year ended on 31st March 2015 shall be deployed for the said purpose. The Board has decided not to recommend any dividend for the year ended 31st March 2015.

TRANSFER TO RESERVE:

Your company has transferred Rs. 33,490/- to statutory reserve under section 45 IC of RBI Act 1934 for the year ended 31.03.2015.

CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 stood at Rs. 5,00,09,000/-. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options. The company neither came out with rights, bonus, private placement and preferential issue.

OPERATIONS & FUTURE OUTLOOK:

Due to changes in regime the industry outlook for listed NBFCs seems very challenging, the upcoming Insider trading regulation is of immense transparent & disclosure based. The effect of change in companies' law has in a way made a complete change in law & working of the companies in the whole economy. The companies are now working for the stakeholder benefits, as they now believe to strive at a certain place, we need to make it better place to survive. The regulatory framework has also undergone change. The revised RBI regulations for NBFCs have been formed with the purpose of strengthening the financial system and to bring the norms in line with those of banks. According to RBI one of the main reasons for tighter regulation is to reduce the systematic risk they pose to the financial system since they borrow heavily from banks. Prima facie it may appear that these reforms will affect the productivity of the NBFCs; however, with time they are more likely to improve NBFCs capacity to endure asset quality shocks and also deal with systemic risks. Moreover, increase in disclosure requirements and corporate governance norms will have a three-fold effect. It will enhance transparency and increase the responsibility of the management and further supplement investor awareness. In all, the current year has caused distress to the industry but the change in the business environment may cause NBFCs to de-stress and record better growth numbers.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the

Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

DIRECTORS & KEY MANAGERIAL PERSON:

Key Managerial Personnel

Mr. Jhumar Mall Saraogi – Whole Time Director

Mr. Shyam Arora - Chief Financial Officer

Mrs. Payal Bhutoria - Company Secretary

Non-Executive, Non Independent Directors

Mr. Dilip Kumar Patni Mr. Kamal Nayan Jain Mrs. Vandana Patni

Non-Executive, Independent Directors

Mr. Sambhu Nath Jajodia

Mr. Bijay Bagri

Appointment :

Pursuant to provisions of section 149 and 161(1) of Companies Act 2013 Ms Vandana Patni was appointed as additional director of the company w.e.f. 23rd March, 2015 and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director whose office shall be liable to retire by rotation.

At the Annual General Meeting held on 24th Day of September 2014, the existing Independent directors Mr. S. N. Jajodia and Mr. B. K. Bagri has being appointed as Independent Directors under section 149(6) of the Companies 2013 and clause 49 of Listing Agreement for a period of (5) five years effective from 1st April 2014 and shall not be liable to retire by rotation in terms of Companies Act 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the section 152 of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Jhumar Mall Saraogi, Whole Time Director retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the company.

A brief resume of the Directors proposed to be appointed along with additional information is provided in the notice of Annual General Meeting.

MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies' Act 2013. During the year under review, 11 (Eleven) board meetings were convened and held. The date on which meeting were held are as follow :

30.04.2014, 30.05.2014, 30.06.2014, 13.08.2014, 24.09.2014, 29.09.2014, 14.11.2014, 22.12.2014, 14.01.2015, 13.02.2015 & 23.03.2015

The maximum interval between any two meetings did not exceed 120 days.

FORMAL ANNUAL EVALUATION:

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board carried out an annual evaluation of its own performance and individual directors. It also evaluated the performance of the Audit, Nomination & Remuneration. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, experience, expertise, leadership qualities, attendance at the meetings, contribution, responsibilities shouldered etc. In compliance with Clause 49(1)(D)(2)(i) of the Listing Agreement, the Board monitors and reviews the Board evaluation framework.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on January 14, 2015, inter alia, to discuss:

- Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

- Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I. and forms a part of the Board Report. Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has no Subsidiary Company. Details of Associate Companies during the year under review is annexed as Annexure II (i.e. in Form AOC - I) and forms part of the Board Report.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS M/s. Jain Binod & Associates, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 1 year pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 24th September 2014 Further the Auditors have confirmed their eligibility under section 141 of the Companies Act 2013 and rules farmed there under and also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under clause 49 of Listing Agreement. As required under section 139 of Companies Act 2013, the appointment of Statutory Auditor is required to be placed before the members in every general meeting for their ratification. Accordingly a resolution seeking member's consent for the appointment of M/s. Jain Binod & Associates as statutory Auditor for the F.Y. 2015-2016 is included in the Notice convening the Annual General meeting.

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 Mr. Babu Lal Patni, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure III.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed M/s. Amresh Jain & Co. , to undertake the Internal Audit of the Company for 2 years i.e for the F.Y. 2013-2014 & 2014-2015. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2015.

AUDITOR REPORTS There are no qualifications, reservation or adverse remarks made by M/s. Jain Binod & Associates , the statutory Auditor, in their report and by Mr. Babu Lal Patni, Company Secretary in practice, in their Secretarial Audit Report.

The statutory Auditor have not reported any incident of fraud to the Audit committee of the company in the year under review.

COMMITTEES:

With a view to have a more focused attention on business and for better governance and accountability, and in accordance with the Companies Act 2013, your Board has re-constituted the following mandatory committees viz. Audit Committee & Nomination and Remuneration Committee.

i) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three Members of the Audit Committee.

The composition of the Audit Committee is given below:

S. No. Name of Member Category

1 Mr. Sambhu Nath Jajodia Chairman – Independent, Non Executive

2 Mr. Bijay Bagri Independent , Non Executive

3 Mr. Dilip Kumar Patni Non Independent, Non - Executive

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said policy is hosted on the website of the company (www.occl.co.in)

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to section 178 of Companies Act 2013 and revised clause 49 of Listing Agreement, the company has re-constituted its existing Remuneration committee as Nomination & Remuneration Committee under the new provisions and revised the terms of reference accordingly. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director's performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.

At present, there are Three Members of the Nomination and Remuneration Committee, in which Two are Independent Directors.

The composition of the Nomination And Remuneration Committee is given below:

S. No. Name of Member Category

1 Mr. Sambhu Nath Jajodia Chairman – Independent, Non Executive

2 Mr. Bijay Bagri Independent , Non Executive

3 Mr. Dilip Kumar Patni Non Independent, Non - Executive

The said policy is hosted on the website of the company (www.occl.co.in)

RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing Agreement, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the competitive advantage. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a company level. The said policy is hosted on the website of the company (www.occl.co.in)

CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The details forming art of the extract of Annual Return as on 31st March 2015 is annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 & CLAUSE 32 OF LISTING AGREEMENT:

Pursuant to clause 32 of Listing Agreement, there has being no loans/advances and investment made by the company in its own shares. The company had 2 associates during the year under review out of which 1

Company seized to be recognized as an associate during the year. The Company being an NBFC, requirement of section 186(11) of Companies Act, 2013 is not applicable to the company.

DEPOSITS:

Your company is non deposit taking NBFC registered with RBI, thus the said clause is not applicable and the company does not accept any deposit. The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of section 188 of the Companies Act 2013 are not attracted and thus disclosure about details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee as also the Board for approval. During the year under review the company has not taken any omnibus approval from Audit committee. A Related Party policy has been devised by the board of Directors for determining the materiality of transactions with related parties and dealing with them. Further your directors draw your kind attention of the members to note no 2.26 to the financial statements which sets out related party transactions.

CORPORATE GOVERNANCE REPORT:

As per SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15.09.2014, the provisions of Clause 49 does not stand applicable for the Company. Therefore Corporate Governance Report for the year ended 31.03.2015 is not prepared.

DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :

The Company believes that it is the responsibility of the organisation to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that — OCTAL CREDIT CAPITAL LIMITED Annual Report 2014-15

a) In the preparation of the annual accounts for the Financial year ended on 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the profit and loss of the company for that period;

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

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

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS:

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

On Behalf of the Board of Directors

Place: Kolkata D. K. Patni

Date : May 29,2015 Chairman

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2014 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year

Profit before tax 1,10,649.79 (44,805.56)

Tax Expense:

1) Current tax 45,799.00 20,000.00 2) Deferred tax 17,217.00 (71,050.00)

3) Income Tax For Earlier Years --- 1,920.00

Profit (Loss) for the period 47,633.79 4,324.44

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31stMarch, 2014.

OPERATION

During the Financial Year 2013 - 2014, the performance of the company was satisfactory. The Company has earned a Profit of '' 1.11 Lac (before Tax) in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. D.K. Patni and Mr. K.N. Jain retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

None of your Directors are dis -qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards notified under Companies Act, 1956 read with General Circular no 15/

2013 dated 13.09.2013, issued by MCA, in respect of section 133 of Companies Act, 2013 have been followed and there is no material departure from the above.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the Profit of the company for the year ended on that date.

iii) the Directors 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 to the best of their knowledge and ability.

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

AUDITORS & AUDITORS REPORT

M/s Jain Binod & Associates, Chartered Accountants (Firm Reg. No. 320231E) the retiring Auditor of the Company retires at the ensuing Annual General Meeting be and is hereby proposed to be reappointed as Statutory Auditors of the Company for a term of 1 year to hold the office from the conclusion of this Twenty Second Annual General Meeting till the conclusion of Twenty Third Annual General Meeting.

The Company has received a certificate and consent from the Auditors that if re-appointed, they are qualified to act as the Auditors of the Company under Companies Act, 2013.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: N I L

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

Place: Kolkata Jhumar Mall Saraogi Date : The 30th Day of May'' 2014. (Whole Time Director)

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Mar 31, 2013

DEAR MEMBERS,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2013 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year (RS.) (RS.)

Profit before tax (44,805.56) 2,146,666.83

Tax Expense:

1) Current tax 20,000.00 14,200.00

2) Deferred tax (71,050.00) 1,065.00

3) Income Tax For Earlier Years 1,920.00 —

Profit(Loss) for the period 4,324.44 2,131,401.83

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31" March, 2013.

OPERATION

During the Financial Year 2012 - 2013, the performance of the company was satisfactory. The Company has incurred a Loss of RS. 0.45 Lac (before Tax) in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. K.N. Jain retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

None of your Directors are dis -qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the Loss of the company for the year ended on that date ;

iii) the Directors 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 ; and iv) the Directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2013 on a going concern basis.

AUDITORS & AUDITORS REPORT

M/S. Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 21th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board



J. M. Saraogi - Whole Time Director

D. K. Patni - Director

Place : Kolkata Payal Bhutoria - Company Secretary Date : The 29th Day of May'' 2013.

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Mar 31, 2012

DEAR MEMBERS,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2012 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year (RS.) (RS.)

Profit before tax 2,146,666.83 241,167.43

Tax Expense:

1) Current tax 14,200.00

2) Deferred tax 1,065.00 13,524.00

Profit(Loss) for the period 2,131,401.83 227,643.43

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31st March, 2012.

OPERATION

During the Financial Year 2011 - 2012, the performance of the company was satisfactory. The Company has earned a profit of Rs. 21.31 Lacs in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. S.N. Jajodia retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

The term of Mr. J.M.Saraogi, Whole Time Director, is due to expire on 20.04.2013. The Board of Directors at its meeting held on 30th May 2012 reappointed Mr. J.M.Saraogi as Whole Time Director fora further period of 5 years with effect from 21.04.2013 subject to the approval of the shareholders. A resolution proposing the re-appointment of Mr. J.M.Saraogi as the Whole Time Director from 21.04.2013 will be placed before the shareholders for approval at the ensuing Annual General Meeting.

Necessary information pursuant to Clause 49 of the listing agreement in respect of the Directors proposed to be reappointed at the ensuing Annual General Meeting are given in Corporate Governance Report.

None of your Directors are dis-qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the company for the year ended on that date ;

iii) the Directors 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 ; and

iv) the Directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2012 on a going concern basis.

AUDITORS & AUDITORS REPORT

M/S; Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 20th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

J. M. Saraogi - Whole Time Director

D. K. Patni - Director

Place : Kolkata Payal Bhutoria - Company Secretary Date : The 30th Day of May''2012.

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Mar 31, 2011

DEAR MEMBERS,

The Directors have pleasure in presenting the 19th Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2011 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Previous Year(Rs.) Year(Rs.)

PROFIT/(LOSS) BEFORE DEPRECIATION & TAX 324,631.43 (128,178.90)

Less: Depreciation 83,464.00 81,894.00

Profit / (Loss) before Tax 241,167.43 (210,072.90)

Less: Income Tax for Earlier years — 3,374.00

Less / (Add) : Deferred Tax 13,524.00 14,019.00

Profit / (Loss) after Tax 227,643.43 (227,465.90)

Less: Transfer to Reserve Fund 45,528.69 —

Add: Balance Brought Forward (1,591,435.25) (1,363,969.35)

Balance carried forward to Balance Sheet (1,409,320.51) (1,591,435 25)

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31st March, 2011.

OPERATION

During the Financial Year 2010 - 2011, the performance of the company was not satisfactory. The Company has earned a profit of Rs. 2.27 Lakhs in the previous year, which was mainly on account of unstable and unpredictable conditions of Stock Market. In view of growth in economy your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. D.K. Patni retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

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

iii) Your directors 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) Your directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2011 on a going concern basis.

AUDITORS

M/S. Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 19th Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

J.M. Saraogi - Whole Time Director

Place : Kolkata D. K. Patni - Director

Dated : The 30th Day of May'' 2011. Payal Bhutoria - Company Secretary