Directors Report of Sri Amarnath Finance Ltd.

Mar 31, 2024

Your Directors are pleased to present their Thirty Ninth Report of the Company together with the
audited financial statements for the Financial Year ended on March 31, 2024.

The performance highlights and summarized financial results of the Company are given below:

1. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

? Income from operation for the year was Rs. 5.24 Crores as compared to Rs. 4.89 Crores in
2022-23, a increase of 7%

? Profit Before Tax for the year was Rs. 3.83 Crores as compared to Rs. 3.32 Crores in 2022-23,
a increase of 15%

? Profit After Tax for the year was Rs. 2.74 Crores as compared to Rs. 2.59 Crores in 2022-23, a
increase of 6%

FINANCIAL RESULTS

Particulars	31st March, 2024	3U March, 2023
Profit/(Loss) after depreciation	39,724,477	34,872,740
Less: Provisions as per RBI Act
Contingent Provision for Standard Assets	(533,705)	474,114
Provision for Doubtful Assets	1,950,000	1,225,000
Profit/(Loss)before Tax	38,308,183	33,173,626
Less: Provision for Taxation
Current Tax	9,583,000	7,256,300
Short provision of Tax for earlier year	1,298,409	170,196
Deferred Tax Asset	19,143	(100,365)
Profit/(Loss) after Tax	27,407,631	25,900,496
Add: Balance bought forward from last year	119,732,169	99,011,773
Surplus available for appropriation	-	-
Less: Appropriations	-	-
Fixed Assets written off	-	-
Transfer to reserve Fund u/s 45(IC) of RBI Act 1934	(5,481,526)	(5,180,099)
Surplus Carried to Balance Sheet	141,658,274	119,732,169

2. DIVIDEND i

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The Company did not recommend any dividend for the year. jf

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3. TRANSFER TO RESERVES |

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During the year under review, your Company has transferred a sum of Rs. 54,81,526/- to the |

reserves from the profits of the Company in accordance with the provisions of section 45IC of the jj

Reserve Bank of India. f

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4. CHANGE IN THE NATURE OF BUSINESS |

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There is no change in the nature of the business of the Company during the financial year 2023- 1

24. |

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5. NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS f

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES |
DURING THE YEAR |

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Your Company does not have any subsidiary, joint Venture or associate Company. f

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6. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES |

ACT, 2013 |

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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 and as such, no amount on |

account of principal or interest on public deposits was outstanding as on the date of the Balance |

Sheet. I

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As of the end of March 31, 2024, an amount of NIL matured deposits remained unclaimed. f

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7. RBI GUIDELINES: I

The company continues to fulfill all the norms and standards laid down by the Reserve Bank of |
India for the Non Banking Financial Company. S

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8. NBFC REGISTRATION I

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The Company has been registered with Reserve bank of India as Non Banking Finance Company |

vides registration no. B-14.01224 dated 4^th January, 2003. 1

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9. CREDIT RATING

The directors of the Company are happy to report that the company get its membership |
certificate from all CICs i.e., Credit Information Bureau (India) Limited (CBIL), Equifax Credil
Information Services Private Limited (ECIS), Experian Credit Information Company of India
Private Limited, CRIF High Mark Credit Information Services Private Limited. A sound |
rating/upgrade in a challenged business environment speaks volumes about the Company’;
performance and its systems & processes. |

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10. EXPOSURE TO REAL ESTATE: I

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The following are details of loan provided to the companies engaged in real estate business j
durinsr the financial vear 2023-24: \

Sr. No	Name of Borrower	Amount as on 31.03.2024 (in Rs.)
1.	Icon Realcon Private Limited	16,053,571.00
2.	BRK Infotech & Developers Private Limited	3,919,817.00

11. DEMATERIALIZATION OF SHARES : I

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The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. f
The ISIN No INE985Q01010 has been allotted for the company. Therefore, the investors may |
keep their shareholding in the electronic mode with their depository Participant. 67.99% of the jj
Company’s paid-up Share Capital is in dematerialized form as on 31^stMarch, 2024 and balance jf

32.01% in physical form. |

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12. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL f

WHO WERE APPOINTED OR HAVE RESIGNED DURING THE Y EAR |

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Ms. Nishi Seth (DIN:01101809), Non-Executive & Non-Independent Director of the Company, f

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who has retired by rotation in accordance with the provisions of Section 152 of the Companies jj

Act, 2013 at the 38^th Annual General Meeting and being eligible, offered herself for re- jj

appointment. Ms. Nishi Seth (DIN:01101809) has been re-appointed as a Non-Executive & Non- \

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Independent Director of the Company. |

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Ms. Harlin Arora (DIN: 08193621), Non-Executive & Independent Directors of the Company has \
resigned from the Board w.e.f. 05th December, 2023 on account of personal reasons and |

unavoidable reason. I

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Mr. Mohit Srivastava has tendered his resignation from the post of Company Secretary & |

Compliance officer of the Company with effect from 21.02.2023 and in place the board of f

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directors appointed Mr. Rahul Kapasiya as a Company Secretary & Compliance officer of th<

Company with effect from 17.05.2023. 1

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The Company has received consent in writing to act as directors in Form DIR-2 and intimation |

in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of |

Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 |

of the Companies Act, 2013. The Board considers that his association would be immense benefil
to the Company and it is desirable to avail his services as Directors. Accordingly, the Board ||

recommends the resolution related to appointment of above directors for the approval of 1

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shareholders of the company.

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13. DIRECTORS’ RESPONSIBILITY STATEMENT |

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your 1
Directors, confirm that:

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i) In the preparation of the annual accounts for the financial year ended on March 31, 2023

the applicable Indian Accounting Standards have been followed and there are no material |
departures from the same! 1

ii) The selected accounting policies were applied consistently and the Directors 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, 2024 and of the profit of the
Company for that period.

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

iv) The annual accounts have been prepared on a ''going concern'' basis.

v) The Internal financial controls have been laid by the Directors to be followed by the

Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all applicable
laws and such systems were adequate and operating effectively.

14. EXTRACT OF ANNUAL RETURN

As provided under section 134(3)(a) and section 92(3) of the Companies Act, 2013, the draft
Annual Return in the prescribed form MGT-7 as on 31^st March 2024 is available on the
Company’s website at http://www.sriamarnathfinance.in

15. CORPORATE GOVERNANCE REPORT

Your Company has been practicing the principles of good Corporate Governance over the years
and it is a continuous and ongoing process. A report on the Corporate Governance as required
under Regulation 24, 34(3) and 54(f) read with Schedule V of Securities Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015 is given in this
Report as Annexure-A.

Details on number of Meetings of Board and Committees and composition of various
Committees of the Board including their Terms of Reference are in the annexed Corporate
Governance Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI (Listing Obligations
and Disclosure Requirements) regulations, 2015 is annexed as Annexure-B and forms part of
the Directors’ Report.

17. NUMBER OF MEETINGS OF THE BOARD

During the year, Six (6) meetings of the Board of Directors were held. For further details, please
refer Report on Corporate Governance.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company under section 143(12) of the
Companies Act, 2013.

19. INDEPENDENT DIRECTORS DECLARATION

Presently the Company has two Independent Directors namely Mr. Rajesh Sabharwal and Ms.
Pooja Bedi, who have given declaration that they meet the eligibility criteria of independence as
provided in sub-section (6) of Section 149 of Companies Act, 2013.

20. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF
THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Board of the Directors had framed the policy which lays down a framework in relation to
Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
Remuneration Policy is disclosed on the Company’s website http://www.sriamarnathfinance.in

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013 the company
had formulated a Whistle blower policy to establish a vigil mechanism for Directors and
employees of the Company to report concerns about unethical behavior, actual or suspected fraud
or violation of the Company’ s code of conduct or ethics policy. The Whistle Blower policy is
available on website of the Company http://www.sriamarnathfinance.in

22. AUDITOR AND AUDITORS REPORT
Statutory Auditor

M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, (ICAI Firm Registration
No. 016379N) was appointed as the Statutory Auditor of the Company in the 36^th Annual
General Meeting till the conclusion of 41^stAnnual General Meeting on remuneration to be fixed
by the Audit Committee and approve by Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the M/s
Rajender Kumar Singal & Associates LLP, Chartered Accountants, The Statutory Auditor, in
their report for the Financial Year ending on March 31, 2024 under review Auditors’ Report is
annexed herewith and forms a part of Annual report.

Secretarial Auditors

Secretarial Audit of the Company has been undertaken by M/s Sumit Bajaj & Associates, a firm
of Company Secretaries in Practice. The Report of the Secretarial Audit Report is included as
“Annexure^- C” and forms an integral part of this report. Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has appointed M/s. R Garg & Company as an Internal Auditor of the Company for
the financial year 2024-25. M/s. R Garg & Company placed the internal audit report to the
company which is self explanatory and need no comments.

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23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS |

OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE j
STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN j
THEIR REPORTS j

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or jj
Secretarial Auditors in their report. |

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24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS |

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Details of loans, guarantees and investments covered by the provisions of section 186 of the |

Companies Act, 2013 are given in the notes to the financial statements. f

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25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED f

PARTIES |

The Particulars or arrangements with related parties for the financial year 2023-24 are annexed jj
herewith as “Annexure- D” to the financial statements in form AOC-2. The details of related \
party disclosures also form part of the notes to the financial statements. f

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26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE I

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE j
END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL |
STATEMENTS RELATE AND THE DATE OF THE REPORT f

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No material changes and commitments affecting the financial position of the Company occurred |
from the end of the Financial Year 2023-24 till the date of this report. \

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Further there was no change in the nature of business of the Company. j

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27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN |

EXCHANGE EARNING AND OUTGO I

The company does not fall under the industries covered by the companies (Accounts) Rules, 2014.
Hence, the requirement of disclosure in relation to the conservation of energy, technology
absorption, foreign exchange earnings & outgo are not applicable to it.

	Particulars	Current Year (2023-24)	Previous Year (2022-23)
A	Conservation of Energy	NIL	NIL
B	Technology Absorption	NIL	NIL
C	Foreign Exchange Earning and Outgo	NIL	NIL

28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE COMPANY

The assets of the company are adequately insured against the loss of fire, riot, earthquake,
terrorism, loss of profit, etc other risks which considered necessary by the management. The
company has been addressing the various risks impacting the company and the policy of the

company on Risk Management is provided as part of the Management Discussion and Analysis
Report which forms part of this Annual Report.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Section 135 of companies Act, 2013 are not applicable on your Company.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 15 of the
Listing Regulations, the Company has devised the policy for performance evaluation of the
Independent Directors, Board, Committees and other individual Directors, which includes
criteria for performance evaluation of non-executive directors and executive directors.

The evaluation of all the directors and Board as a whole was conducted based on the criteria and
framework adopted by the Board. More details regarding evaluation process have been provided
under Corporate Governance Report, which forms part of this Annual Report.

31. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weaknesses in
the design or operation were observed.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of
Section 22 and Section 28 of The Sexual Harassment of Woman at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24.

No. of complaint received during

The financial year 2023-2024 : 0

No of Complaints disposed off : 0

33. HEALTH SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all applicable environmental law and labour laws. The Company
has been complying with the relevant laws and has been taking all necessary measures to
protect the environment and maximize worker protection and safety.

34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND

BANKCRUPTCY CODE,2016:

The Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions, and hence the details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons
thereof is not applicable.

35. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions, and hence the details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons
thereof is not applicable.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

During the period under review, there were no significant and material orders passed by the
regulators/ courts or tribunals that would impact going concern status of the Company and its
future operations.

The Company has in its last Board Report(s) notified its Shareholders that the Company is also
in receipt of notice under section 272(4) of Companies Act, 2013 from the office of Regional
Director, Northern Region. In this regard the Registrar of Companies, Delhi & Haryana has filed
a petition under section 271-272 of the Companies Act, 2013 against the Company before Hon’ble
National Company Law Tribunal (NCLT) Delhi bench & an ex-parte interim order has been
passed on 04.06.218 by Hon’ble National Company Law Tribunal (NCLT), D elhi Bench against
the Company restraining the Company from alienating, encumbering or transferring the fixed
assets of the Company and also restraining the company from operating its bank accounts.

We would like to update you that the petition of Registrar of Companies (ROC) against the
Company seeking winding up stands dismissed by the Hon''''ble National Company Law Tribunal
(NCLT), Delhi, Bench-II.

The Hon''ble NCLT, Delhi Bench-II has passed the order dated 03.02.2020 in favour of Sri
Amarnath Finance Limited by dismissing/rejecting ROC petition on the grounds of lack of
sanction.

Further, Registrar of Companies has filed an appeal with the Hon’ble National Company Law
Appellate Tribunal in the same matter and appeal is admitted and the case is under adjudication
till date.

37. NON-BANKING FINANCIAL COMPANIES AUDITOR S REPORT (RBI)
DIRECTIONS, 2008:

Pursuant to the Non-Banking Financial Companies’ Auditors’ Report (Reserve Bank) Directions,
2008, a report from the Statutory Auditors to the Board of Directors has been received by your
Company. This report has certified that the Company has complied with all the directions and
prudential norms as prescribed under the RBI Act, 1934.

38. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to the risk weighted assets/exposures

Particulars	(in %)
Tier-I Capital	201.21%
Tier-II Capital	1.76%
Total	202.97%

39. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12)
OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is
furnished hereunder:

Sr. No.	Name	Designation	% increase in remuneration over financial year 2023-24	Ratio of the remuneration of each Director to median remuneration of employees
1.	Rakesh Kapoor	Director	Nil	Nil
2.	Manish Kapoor	Director	Nil	Nil
3.	Nishi Seth	Director	Nil	Nil
4.	Rajesh Sabharwal	Director	Nil	Nil
5.	Pooja Bedi	Director	Nil	Nil
6.	Harlin Arora**	Director	Nil	Nil
7.	Shweta Gambhir	Chief Finance Officer	Nil	Nil
8.	Rahul Kapasiya*	Company Secretary	Nil	NA

*Mr. Rahul Kapasiya has appointed as company secretary of the company w.e.f. 17.05.2023

**Ms. Harlin Arora, Non-Executive & Independent Directors of the Company has resigned from the Board w.e.f. 05 ^th December, 2023

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year:

As the company has paid the remuneration to only Managing Director during the financial year
2023-24 and there is no increase in the Salary of Company Secretary and no increase in the Salary
of CFO, KMP during the financial year 2023-24.

The percentage increase in the median remuneration of employees in the Financial Year:- Salary
increase in this financial year is due to increase in number of employees.

The number of permanent employees on the rolls of company: The company had 9 (Nine)
employees during the year.

Average percentile increase already made in the salaries of employees other than the managerial j
personnel in the last financial year and its comparison with the percentile increase in the |
managerial remuneration and justification thereof and point out exceptional circumstances for |

increase in the managerial remuneration (if any): f

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Salary Increase in this financial year is due to Increase in number of employees. There is no direct |

nexus between increases in the salary with the performance of the company! further the Company \

has paid remuneration to its Managing Director during the financial year 2023-24. j

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Affirmation that the remuneration is as per the remuneration policy of the Company: |

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The Company hereby affirm that the remuneration paid is as per the as per the Remuneration |
Policy for Directors, Key Managerial Personnel and other Employees. |

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Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and j
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 |

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a) Details of the employees employed throughout the Financial Year, was in receipt of |

remuneration for that year which, in the aggregate, was not less than one crore rupees and |

two lakh rupees. f

Nil |

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b) Details of the employees employed for a part of the Financial Year and was in receipt of |

remuneration for any part of that year, at a rate which, in the aggregate, was not less than |

eight lakh and fifty thousand rupees per month! \

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c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration |

in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, \

is in excess of that drawn by the Managing Director or Whole-time Director or Manager and |

holds by himself or along with his spouse and dependent children, not less than two percent of |

the equity shares of the Company.

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40. OTHER INFORMATION I

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a) Disclosure of composition of audit committee I

Details regarding composition of the Audit Committee are given in the Corporate Governance |

Report. S

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b) Board Committees I

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The Corporate Governance Report also includes details of the various Committees of the |

Board. S

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c) Sweat Equity Shares, Employee Stock Option |

The Company has not issued any Sweat Equity Shares and had not provided any Stock |
Option Scheme to the employees during the period under review. |

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41. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and co-operation
received from sub-brokers, business associates, vendors, bankers, financial institutions, investors,
stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Company’s valued clients for the
support and confidence reposed by them in the organization and the stakeholders for their continued
co-operation and support to the company and looks forward to the continuance of this supportive
relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the
employees during the year under review.

By order of the Board of Directors

For SRI AMARNATH FINANCE LIMITED

RAKESH KAPOOR MANISH KAPOOR

MANAGING DIRECTOR DIRECTOR

DIN: 00216016 DIN: 00025655

Dated: 31st August, 2024
Place: Delhi

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 30th Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows:

(in Rs) Particulars 31st March, 2015 31st March, 2014

Profit/(Loss) after depreciation 2,260,082 1,815,002

Less: Provision as per RBI Act

Contingent Provision for Standard Asset 599,465 404,778

Provision for Loss Asset (2,500,000) (9,500,000)

Profit/(Loss) before tax 4,160,617 10,910,224

Less: Provision For Taxation

Current Tax 523,063 551,160

Earlier Year Tax - 44,173

Deferred Tax Asset (91,738) (11,903)

Profit/(Loss) after tax 3,729,292 10,326,794

Add: Balance brought forward from last (1,428,311) (9,683,292) year

Surplus available for appropriation

Less: Appropriations

Fixed Assets Written off 142,038 -

Transfer to Reserve Fund u/s 45IC of 727,511 2,071,813 RBI

Surplus carried to Balance Sheet 1,431,432 (1,428,311)

OPERATIONAL PERFORMANCE:

During the financial year 2014 -15, the Company has recorded revenue of Rs 3,12,99,342/-. The Company has earned net profit of Rs 3,729,292/- during the year as compared to profit Rs 10,326,794/- in the last year. The Directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

During the year under review Company has transferred Rs 727,511/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01224 dated 4th January, 2003.

SUBSIDIARY COMPANIES:

The Company does not have anysubsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

CHANGE IN REGISTERED OFFICE:

The Company has filed E-Form INC-22 under section 12 of the Companies Act, 2013 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of our Company within the local limits of City without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from 22, Rajindra Park New Delhi-110060 to 4883-84, Second Floor, Main Road, Kucha Ustad Dag, Chandni Chowk, Delhi-110006. w.e.f. 28th May, 2015.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 14 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

10th April, 2014,12th April,204,15th April,2014, 30th April, 2014,15th July, 2014, 14th August, 2014, 26th August, 2014,15th September, 2014, 30th September, 2014, 30th October, 2014, 3rd November, 2014,1st December, 2014,19th January, 2015 and 23rd February, 2015.

BOARD OF DIRECTORS:

RE-APPOINTMENT OF DIRECTOR:

Mr. Surender KumarJain, Director ofthe Company, is liable to retire by rotation at the ensuing AnnualGeneralMeetingandbeing eligible, offer himself for re-appointment.TheBoardof D irectors recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

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

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mrs. Priti Jain, Managing Director

(ii) Mr. Rajat Gupta, CompanySecretary

RESIGNATION OF COMPANY SECRETARY:

Mr. Rajat Gupta has resigned from the post of Company Secretary with effect from 23rd of July, 2015.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company get its membership Certificate from all four CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estate business during the financial year 2014-15:

S. No. Name of Companies Amount (in Rs.)

1. Alisa infratech Pvt. Ltd. 1,32,96,0000

2. Icon Realcon Pvt. Ltd. 6,74,15,205

3. New Line Buildcap Pvt. Ltd. 29,24,591

4. WM Developers Pvt. Ltd. 7,37,00,000

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Vinod Vishal & Co. as Statutory auditor of the company for a period of 5 years commencing from the conclusion of this meeting until, the conclusion of 35th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s Singh & Nagayach (FRN: 014131C), Chartered Accountants of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-II and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali partner of M/s SAS & Associates having C.P. No. 9354 to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report is annexed herewith marked as Annexure-III to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company for the financial year 2014-15. Mr. Deepak Tyagi placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 are annexed herewith to the financial statements in Form No. AOC -2.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE985Q01010 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participates. 62.98% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 37.02% is in physical form.

LISTING OF SHARES:

The shares of the Company i.e. 9,98,0000 Equity Shares of Rs. 10/- are listed on BSE Limited (BSE), DSE Limited (DSE), & U.P. Stock Exchange Limited (UPSE). But a s per SEBI Circular No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014; DSE has been derecognized as Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirm and submit the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* The Directors had 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 of the Company for the year under review;

* The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2015 on a going concern basis.

* 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.

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

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-I Capital 102.65

Tier-II Capital 0.21

Total 100.86

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

Particulars Current Year 2014-15 Previous Year 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings& Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Place: New Delhi Priti Jain Date: 21.08.2015 Chairman & Managing Director DIN:00537234