Directors Report of Shree Securities Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report of the Company together with Standalone
Audited Accounts for the year ended on 31st March, 2024.

FINANCIAL RESULTS:

(Rs. in Thousands)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	7068.57	4407.63
Profit Before Depreciation & Taxation	(593664.09)	(2171.12)
Less : Depreciation	0.00	0.00
Less : Current Tax	0.00	0.00
Less : Mat Tax Credit	0.00	0.00
Less : Deferred Tax	0.00	0.00
Profit / ( Loss ) After Taxation	(593664.09)	(2171.12)
Add: Balance Brought Forward from Previous Year	(5054.19)	(6375.78)
Surplus Available for Appropriation	(593664.09)	(2171.12)
Appropriations	0.00	0.00
Provision for loss Asset	0.00	3505.00
Provision for Standard Assets (As per RBI Act)	(3.59)	(12.29)
Provision of Doubtful Assets	0.00	0.00
Transferred to Reserve Fund	0.00	0.00
Balance Carried To Balance Sheet	(598721.87)	(5054.19)

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£- n	Graph showing Net Profit / (Loss) for the year end Rs. In Lakl
0 9nnn			2022-23 2021-22 2020-21 2019-20
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1. FUTURE PERFORMANCE:

During the year under review, the Company has made a loss of Rs. 5936.64 lakh. Your Directors are identifying
prospective areas and will make appropriate investments that will maximize the revenue of the company in the
current Financial Year.

2. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in the business of Investing and
Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot be
neglected. The Company expects that with a stable and a reformed government at the center, there will be
positive growth and further rationalization of capital market, which will lead to more investment, value
creation, capitalization and thus the additional wealth for investors and see better prospects in near future.
Also, with the growing economy there will be more opportunities for financing which will prove beneficial for
our company. The Company expects better results in near future in anticipation of the policy reforms combined
with the dedication of the highly motivated team with excellent understanding of the operations along with
magnificent customer relation skills.

3. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of the
Company your directors are not recommending any dividend during the financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND :

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section
125 of the Companies Act, 2013 is not applicable to the Company.

5. SHARE CAPITAL:

The paid-up equity capital as on March 31, 2024 was Rs. 7,980 lakhs. The Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the
end of the financial year and the date of this report

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the financial year 2023-24.

8. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of
gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is
keeping the working environment healthy.

9. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not
applicable to the company.

10. RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every
industry, it has now become a compulsion. The Board members were informed about risk assessment and after
which the Board formally adopted and implemented the necessary steps for monitoring the risk management
plan for the company.

11. AUDITORS:

Statutory Audit:

At the Annual General Meeting held on September 30, 2023, the Members approved re-appointment of M/s. R.
K. Kankaria & Co., Chartered Accountants, (Firm Registration No. 321093E), Kolkata, Statutory Auditors of the
Company upon completion for a second term of 5 (five) consecutive years from the conclusion of this Annual
General Meeting till the conclusion of the Annual General Meeting to be held in year 2028. The requirement to
place the matter relating to appointment of auditors for ratification by Members at every Annual General
Meeting has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018.
Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing
AGM.

The statutory auditor''s report does not contain any qualifications, reservations, or adverse remarks or
disclaimer.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit
report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Kirti Sharma &
Associates, Practicing Company Secretaries (C.P. No. 26705 & Membership Number A41645) to undertake the
Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2024 is
annexed herewith as "Annexure - A" to this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director Mr. Shubham Gupta (DIN: 10130851), who retires by rotation and being eligible, offers himself for re¬
appointment.

In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast
experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which
will bring tremendous value to the Board and to the Company.

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchange and requirements under the Companies Act, 2013, the Report on
Corporate Governance together with Statutory Auditors view and management discussion & analysis report
regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

14. FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013. The details of the investments made by company are given in the notes to the financial
statements.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and recommendations
along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its
objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to
the Board Chairman & Managing Director.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy and
technology absorption, are not applicable.

Further there were no foreign exchange inflow or outgo during the period under review.

18. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Stakeholders Relation, Appointment
& Remuneration Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.

19. NOMINATION &REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report.

20. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 8 (Eight) Board
Meetings, 5 (Five) Audit Committee Meetings, 5 (Five) Nomination & Remuneration Committee Meetings and 2
(Two) Stakeholders'' Relationship Committee Meetings were convened and held. The details of which are given
in the Corporate Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY :

A Related Party Policy has been devised by the Board of Directors for determining the materiality of
transactions with related parties and dealings with them. The said policy may be referred to at the website of
the Company http://www.shreesecindia.com/. The Audit Committee reviews all related party transactions
quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever
required.

22. ENVIRONMENT AND SAFETY :

The Company is conscious of the importance of environmentally clean & safe environment. Since your
company is a Non-Banking financial company so the question of environment pollution does not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and prevention
of natural resources.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) of section 134 of the Companies
Act, 2013 (''the Act'') and based on the representations received from the operating management, the Directors
hereby confirm that:

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

ii. The Directors had selected such accounting policies and have 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 and loss of the Company for that
period.

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.

iv. The Directors have prepared the annual accounts on going concern basis.

v. 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.

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

24. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 129(3) of the
Companies Act, 2013 are not applicable.

25. CODE OF CONDUCT:

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all
employees in the course of day to day business operations of the company. The Code has been posted on the
Company''s website. The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation
and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed
compliance with the Code. All Management Staff were given appropriate training in this regard.

26. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is available on the
website of the company (https://www.shreesecindia.com/file/2016/mav/PolicvofRelatedPartvTransaction.pdf)

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

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

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true
to our values of Strength, Performance and Passion and in line with our vision of being one of the most

respected companies in India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that
no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and
Chairman of the Board looks into the complaints raised.

29. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have confirmed compliance
with the Code.

30. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 is available at the website of the Company www.shreesecindia.com

31. PARTICULARS OF EMPLOYEES:

Human Capital is an important asset for the Company and the Company has taken and shall continue to take
adequate steps towards education and enrichment of the human capital. Your Directors place on record the
sense of appreciation for the valuable contribution made by the staff members of the company and hope that
their continued support will help in achieving the goals of the Company. None of the employees of the
company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial
Personnel) Rules 2014.

32. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act, has been properly kept at the registered office of the Company.

33. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24
to the Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited where the shares of the
Company are listed.

34. DEPOSITORY SYSTEM :

Your Company''s equity shares are available for dematerialization through National Securities Depository
Limited and Central Depository Services (India) Limited. As of March 31, 2024, 99.95% of the equity shares of
your Company were held in demat form.

35. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government.

36. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those
who contributed by some means or other for the performance of the company and expect the same in the
future.

Place: Kolkata For and on behalf of the Board

Date: 30th day of May, 2024 Bhavya Dhiman Shubham Gupta

Managing Director cum CEO Chief Financial Officer

(DIN: 09542964) & Whole Time Director

(DIN:10130851)

---

Mar 31, 2015

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs.In Lacs)

March 31, March 31, Particulars 2015 2014

Sales and Other Income 17.08 1420

Profit before depreciation, taxation & Exceptional items 3.87 4.52

Less: Depreciation (0.25) (0.05)

Less: Exceptional Items (7.87) 0.00

Less: Current Tax 0.00 (1.35)

Less: Deferred Tax 0.03 (0.03)

Less: Tax for earlier year (002) 0.00

Profit after taxation (424) 3.09

Add: Balance brought forward from previous year (24.22) (27.92)

Surplus available for appropriation (44.49) (24.22)

Appropriations

Transferred to Special Reserve 0.00 (0.62)

Contingency provision for Standard Assets (0.01) 1.23

Provision for loss assets (16.00) 0.00

Transitional Provision for Depreciation (0.02) 0.00

Balance carried to Balance sheet (44.49) (24.22)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of Rs. 4.24 lakh Your | Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act 2013.

M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of Directors recommends their appointment to the shareholders.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company ! has appointed M/s. P. Doleswar Rao, a firm of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company.

The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report.

5. DIRECTORS:

Director Mrs. Swapna Jain (DIN: 06995389) retire by rotation and, being eligible, offer himself for re appointment.

6. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with I the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

7. LISTING AT BSE LTD.

Your Company has been listed into the stock exchange of BSE Limited during the year.

8. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis. v) 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.

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

11. SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 7980 Lakh. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

12. FINANCE:

The Cash and cash equivalents as at March 31, 2015 was Rs. 30.06 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring.

13. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INTERNAL CONTROL SUSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. REMUNERATION POLICY:

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine Board Meetings and the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

18. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

19. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

20. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

22. PREVENTION OF INSIDER TRADING:

j The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

J23. EXTRACT OF ANNUAL RETURN:

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

24. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumar Sharma Subhash Chandra Dadhich

Managing Director Director

Place : Kolkata

Date :25th Day of May, 2015

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS: (Rs. InLacs) CURRENT PREVIOUS YEAR YEAR PROFIT/(LOSS) BEFORE TAXATION 4.48 10.82 PROVISION FOR TAXES Current tax Deferred Tax PROFIT/(LO SS) AFTER TAX 3.09 5.50 Provision for Standard Assets (As per RBI Act) 1.23 (0.27) Brought forward from earlier years (27.93) (32.05) Balance Carried To Balance Sheet (23.60) (26.83)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of Rs. 4,47,871/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014. However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective

subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

6. DIRECTORS:

Mr. Subhash Chandra Dadhich who retires by rotation and being eligible, offers himself for re-appointment.

The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act,2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

Mrs. Swapna Jain possesses vast experience and knowledge in Accounts and Finance. The Board therefore decided to appoint her as a Whole Time Executive Director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

Approval of members is being sought for re-appointment of Shri Basant Kumar Sharma as Managing Director of the company on revised terms of remuneration and other conditions as set out in the explanatory statement annexed to the Notice convening this Meeting.

7. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

8. Listing at BSE Ltd.

Your Company plans to list the shares at BSE and for which it has already made application before them and which is under process. This will increase your company''s credential. This is a step towards our ambition to build a more diversified profile targeting disparate risk appetites.

9. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

10. STATUTORY INFORMATION:

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

1.CONSERVATION OF ENERGY :Nil

2.TECHNOLOGY ABSORPTION & ADOPTION :Nil

3.FOREIGN EXCHANGE EARNING & OUTGO :Nil

11. RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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

iv. The Directors have prepared the annual accounts on going concern basis.

12. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumar Sharma Subhash Chandra Dadhich Managing Director Director

Place : Kolkata Date : 27th Day of May, 2014

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS: (Fig. in Rs) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION 10,82,211 (3,39,773) PROVISION FOR TAXES Current tax (5,32,440) (80,637)

Deferred Tax 65 43

PROFIT/(LOSS) AFTER TAX 5,49,836 (4,20,367)

Transferred to Special Reserve (As per RBI Rule) (1,09,967) —

Provision for Standard Assets (As per RBI Act) (26,985) (1,13,224)

Brought forward from earlier years (32,05,440) (26,53,014)

Balance Carried To Balance Sheet (27,92,556) (32,05,440)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Profit of Rs. 10,82,211/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Basant Kumar Sharma retires by rotation and being eligible, offers himself for re appointment.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board Basant Kumar Sharma Subhash Chandraich Place : Kolkata Date : 24th of May, 2013 Managing Director Director

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Mar 31, 2012

The Members,

The Directors have pleasure in presenting the 19th Annual Report of the Company together with Audited Accounts for the year ended on 31 st March, 2012.

1. FINANCIAL RESULTS: (Fig.in Rs) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION (3,35,279) (3,88,853) PROVISION FOR TAXES

Current tax (80,637) (64,111)

Deferred Tax 43 71

PROFIT/(LOSS) AFTER TAX (4,15,873) (4,52,893)

Provision for Standard Assets (As per RBI Act) (1,13,224) 33,201

Excess IT provisions written back - -

Brought forward from earlie (26,53,014) (21,66,920)

Balance Carried To Balance Sheet (32,00,94) (26,53,014)

2. FUTURE PERFORMANCE:

In the year under review, the Company has incurred Loss of '' 3,35,279/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Loss, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Shankar Kumar Chakraborty and Smt. Sangita Jalan retires by rotation and being eligible, offers himself for re-appointment.

6. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT :

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

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

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Basant Kumarsharma Subhash Chandra Dadhich Managing Director Director

Place : Kolkata Date : 25Th Day of June, 2012