ishab Financial Services Ltd. d.,)...If Undelivered please return to : RISHAB FINANCIAL SERVICES...

If Undelivered please return to :

RISHAB FINANCIAL SERVICES LRISHAB FINANCIAL SERVICES LRISHAB FINANCIAL SERVICES LRISHAB FINANCIAL SERVICES LRISHAB FINANCIAL SERVICES LTD.,TD.,TD.,TD.,TD.,

Admninstrative Office :

459, Mint Street, Sowcarpet,

Chennai - 600 001.

Printed at SREEHARAN PRINTS, Chennai -12. Cell : 9381013837

BOOK-POST

(For

mer

ly k

now

n as

Mad

an F

inan

cial

Ser

vice

s Lt

d.,)

ishab Financial Services Ltd.,

21st ANNUAL REPORT

2011-2012

RISHAB FINANCIAL SERVICES LIMITED

ANNUAL REPORT 2011 - 2012

BOARD OF DIRECTORS : Shri MANGALCHAND C SURANAChairman

Shri RAJESH SURANAManaging Director

Shri RAMESH KUMARDirector

Shri YESWANT CHOPRADirector

AUDIT COMMITTEE : Shri YESWANT CHOPRAChairman

Shri MANGALCHAND C SURANAMember

Shri RAJESH SURANAMember

Shri RAMESH KUMARMember

AUDITORS : M/s. BHANDARI & KESW ANIChartered Accountants75, Nungambakkam High Road,Chennai-600 034.

1

RISHAB FINANCIAL SERVICES LIMITEDRISHAB FINANCIAL SERVICES LIMITEDRISHAB FINANCIAL SERVICES LIMITEDRISHAB FINANCIAL SERVICES LIMITEDRISHAB FINANCIAL SERVICES LIMITED

SHARES LISTED WITH : MADRAS STOCK EXCHANGE LTD.,11, Second Line Beach, Chennai-600 001.

BOMBAY STOCK EXCHANGE LTD.,Phiroze JeeJee Bhoy Towers,Dalal Street, Mumbai-400 001.

REGISTERED OFFICE : “HANW ANT COMPLEX”Old No.58, Govindappa Naicken Street,1st Floor, Chennai-600 001.Ph: 044-32966268

ADMINISTRATIVE OFFICE : No. 459, Mint Street,(And address for Sowcarpet, Chennai-600 079.communication) Ph.: 044-42051166 Fax : 044-42051581

[email protected]@rishabfinance.com

BANKERS : ICICI BANK L TD.,IDBI BANK L TD.,VIJAYA BANK

SHARE TRANSFER/DEMAT AGENT : CAMEO CORPORATE SERVICES LIMITED,

“Subramanian Building”, V Floor,1, Club House Road, Chennai-600 002.Ph. : 044-28460390-95 Fax :044- 28460129

DEPOSITORY : National Securities Depository Lt d., (NSDL)

Central Depository Services (India) Lt d., (CDSL)

2

21st Annual Report 2011-2012

NOTICE

Notice is hereby given that the Twenty First Annual General Meetingof the Members of Rishab Financial Services Limited will be held onThursday, the 27th day of September, 2012 at 9.30 a.m. at No.2, “SunPlaza”, 1st Floor, #39, G. N. Chetty Road, Chennai-600 006, to transactthe following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as on March31, 2012 and the Profit and Loss Account for the year ended onthat date and the Reports of the Directors and Auditors.

2. To appoint a Director in the place of Shri Rajesh Surana, whoretires by rotation and being eligible, and offer himself forre-appointment.

3. To appoint Auditors and to fix their remuneration. The retiringAuditors M/s. Bhandari and Keswani, Chartered Accountants,Chennai are eligible for re-appointment.

SPECIAL BUSINESS :

3. To consider and if deemed fit, to pass, with or withoutmodification(s), the following as an ORDINARY RESOLUTION :

“RESOLVED THAT Shri Ramesh Kumar, be and is herebyappointed as a Director of the Company”.

By Order of the Board

For RISHAB FINANCIAL SERVICES LIMITED

RAJESH SURANAManaging Director

Place: ChennaiDate : 31.05.2012


3

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETINGIS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE AMEMBER OF THE COMPANY. THE PROXIES, IN ORDER TO BEVALID, MUST BE RECEIVED AT THE REGISTERED OFFICE OFTHE COMPANY NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

2. Members are requested to bring in their admission slip duly filled inand handover at the entrance of the Meeting hall.

3. Members are requested to quote their Folio Number or their ClientID Number in all correspondence with the Company.

4. The register of members and share transfer books of the Companywill remain closed from 25.09.12 to 27.09.12 (both days inclusive).

5. Members are requested to notify any change in their address.

6. Members are requested to bring their copies of the annual report tothe meeting.

7. In terms of Clause 49 of the Listing Agreement with the StockExchanges, a brief resume of Directors who are proposed to beappointed/re-appointed at this meeting is given below :

4


EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OFTHE COMPANIES ACT, 1956

SPECIAL BUSINESS

ITEM NO. 3

Shri Ramesh Kumar was appointed as an Additional Director of theCompany during the year and shall hold office up to the date of thisAnnual General Meeting. His expertise in the Industry as a Businessmanwill be a great potential to the Company. Hence the Board recommendsthis resolution for your approval.

None of the Director is in anyway, concerned or interested in the resolution,except Shri.Ramesh Kumar himself.

By Order of the Board

For RISHAB FINANCIAL SERVICES LIMITED


5

Place: ChennaiDate : 31.05.2012

RISHAB FINANCIAL SERVICES LIM-RISHAB FINANCIAL SERVICES LIM-RISHAB FINANCIAL SERVICES LIM-RISHAB FINANCIAL SERVICES LIM-RISHAB FINANCIAL SERVICES LIM-

ITEDITEDITEDITEDITED

Details of Directors re-appointment in the T wenty First GeneralMeeting to be held on Thursday , the 27th day of September 2012,pursuant to requirement of Clause 49 of Listing Agreement onCorporate Governance.

1. SHRI RAMESH KUMAR

Shri Ramesh Kumar, was appointed as an Additional Director on25.10.2011.

Brief Resume and Nature of Expertise:

Shri Ramesh Kumar holds a Bachelor’s Degree in Commerce and hasbeen in the business of Iron & Steel for the last fifteen years.

His extensive operational business experience is of immense use to the

Company. He does not hold directorship in any other Company.

He is on the following Committees of the Board of Directors:

Share Transfer Committee Chairman

Remuneration Committee Member

Shareholder’s Grievance Committee Member

Audit Committee Member

Shareholdings of the Director :

Shri Ramesh Kumar does not hold any shares in your Company.

Resolution seeking approval for his appointment is being placed formember’s approval in the notice of the ensuing Annual General Meeting.

The Board of Directors considers that his appointment as a Director willbe in the interests of the Company and recommend the passing of theResolution.

Except Shri Ramesh Kumar none of the Directors of the Company isconcerned or interested in the resolution under this item

6


2. SHRI RAJESH SURANA

Shri Rajesh Surana, was appointed as Managing Director on28.09.2011 for a period of five years.

Brief Resume and Nature of Expertise :

Shri Rajesh Surana graduated in Bachelor’s Degree in Commerce in1994 from Ahmedabad.

He has a rich experience in investment finance and securitisation, alsoas an investor in this field for past 23 years. His experience in thesefields is of immense use to the Company.

Shri Rajesh Surana is a Director of Mangal Kiran Securities Limited and

Anush Shares & Securities Private Limited.

He is on the following Committees of the Board of Directors:

Audit Committee Member

Share Transfer Committee Member

Shareholder’s Grievance Committee Member

Remuneration Committee Member

Shareholdings of the Director :

Shri Rajesh Surana does not hold any shares in your Company.

Resolution seeking approval for his appointment is being placed formember’s approval in the notice of the ensuing Annual General Meeting.

The Board of Directors considers that his appointment as a Director willbe in the interests of the Company and recommend the passing of theResolution.

Except Shri Rajesh Surana, none of the Directors of the Company areconcerned or interested in the resolution under this item.

7


ITEDITEDITEDITEDITED

8

DIRECTOR’S REPORT

The Board of Directors herein present the “Twenty First Annual Report”of the Company together with the Audited Accounts for the year ended31st March 2012.

FINANCIAL RESULTS AND APPROPRIATIONS

The financial results for the year ended 31st March 2012 are as follows:

PARTICULARS

FINANCIAL RESULTS

Profit /Loss before Depreciation and Tax 15.47 15.01

Add/Less : Depreciation on Fixed Assets (1.27) (1.72)

Provision for Non-Performing Assets (35.90) (19.12)

Contingent Provision for

Standard Assets 0.35 (0.59)Profit /Loss Before Tax (21.35) (6.42)

Provision for Current Tax (4.60) (4.55)

Provision for Deferred Tax (0.09) 0.10

Profit /Loss after Tax (26.05) (10.87)

Less : Transfer to Statutory Reserve — —

Add : Balance brought forward from previous Years (156.78) (145.91)

Deficit carried to Balance Sheet (182.82) (156.78)

Year ended 31.03.2012

Year ended 31.03.2011

(Rs. in lakhs)


9

DIVIDEND

The directors have decided not to recommend any dividend in view ofthe accumulated losses.

PERFORMANCE

The Company conducted fresh business to the extent of Rs.176.25 Lacs,during the year. The Company has continued the recovery process offunds that had been disbursed earlier.

FIXED DEPOSITS

Your Company has not accepted any deposits from the shareholders/public during the year under review.

The Company does not have any Public deposits at the end of the year.

DIRECTORS

Shri Rajesh Surana was appointed as a Managing Director on 28.09.2011for a period of five years in the Company’s Board Meeting. Shri RajeshSurana, being eligible for appointment, offers himself for appointment.

In accordance with the provisions of the Companies Act, 1956, RameshKumar, who was appointed as an additional director, retires at the ensuingAnnual General Meeting. His appointment as a Director retiring by rotationis being considered under Special Business.

For the kind perusal of the shareholders, a brief resume of the Directorsbeing appointed, nature of their expertise and the names of the companiesin which they hold the directorship and the details of the membership ofthe committees of the Board, are mentioned in the Explanatory Statement.The Board of Directors recommends their appointments.


ITEDITEDITEDITEDITED AUDITORS

M/s. Bhandari & Keswani, Chartered Accountants, Chennai, retire at theensuing Annual General Meeting and are eligible for re-appointment asAuditors of the Company till the next Annual General Meeting.

RBI GUIDELINES

The Company continues to follow the prudential norms prescribed bythe Reserve Bank of India for NBFCs.

Since your Company is not accepting deposits, your company hasreceived Category B Certificate from RBI (i.e. a Company not acceptingPublic Deposits) on 03.12.2002.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE, INFORMATIONREQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956.

Your Company has no activity relating to conservation of energy /technology absorption. The Company does not have any foreign exchangeearnings or outgo.

DISCLOSURE U/S 217 (2A) OF THE COMPANIES ACT, 1956.

During the year under review, the Company has no employee who is inreceipt of remuneration attracting the provisions of Section 217(2A) ofthe Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatoryprovisions of Corporate Governance as prescribed under the amendedListing Agreement of the Stock Exchanges on which the Company islisted are complied with.

A separate report on Corporate Governance is included in the AnnualReport, a declaration signed by the CEO that Code of Conduct has beencomplied on an annual basis is annexed and forms part of the Director’sReport.

10


RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board ofDirectors, report that :

(i) In the preparation of Annual Accounts, the applicable accountingstandards have been generally followed;

(ii) appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of 31st March, 2012of the Loss of the Company for that year;

(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956, for safeguardingthe assets of the Company and for preventing and detectingfraud and other irregularities and

(iv) the annual accounts have been prepared on a going concernbasis.

ACKNOWLEDGEMENT

Your Directors record their appreciation and their sincere thanks to theCompany’s Bankers, Customers and all others for their valuable supportand co-operation. Your Directors also thank all the employees of theCompany for their dedicated service and support.

For and on behalf of the Board of Directors

MANGALCHAND C SURANA

Chairman

Place : ChennaiDate : 31.05.2012

11


12

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ENVIRONMENT

The present economy, in which your Company is in operation, has slowlyimproved in conditions with markets becoming little static and more vibrant.Your Company is confident of taking through your Company’s businessunder these circumstances and your Company also seeks to be cautiousin parting with the funds of the Company with close monitor on the cashflow management. It is significant that only quality services which aredelivered have a long standing and sustain the overall business levels assuch in the days ahead.

OPPORTUNITIES AND THREATS

The opportunities existing in the areas of Finance and Investment havebeen studied during the year by your Company. Your Company has madecertain process models for entering into these new areas. The fact remainsthat the NBFC industry, in general, faces more challenges both in termsof stringent regulations and the trust reposed in the Company.

OUTLOOK

The Company has not yet taken off with the new business proposals.Your Company shall appropriately take up the new line of activity alongwith the existing business once the goal propositions are reasonablyascertained. The Company has taken steps to fully study the new businessproposals.

RISKS AND CONCERNS

The Company conducted fresh business to the extent of Rs.1,76,25,000/-(Rupees One Crore Seventy Six Lakhs and Twenty Five Thousands Only)and the Company is in the process of collecting the receivables andhence there is no significant risk associated with this operation.


13

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system toensure that all assets are safeguarded and protected against loss fromunauthorized use or disposition and those transactions are authorised,recorded and reported correctly.

The Audit Committee meets periodically with the Management and theStatutory Auditors to review the internal control systems.

HUMAN RESOURCES DEVELOPMENT

There has been a little development in human resources / industrialrelations and it is slowly increasing the functioning with a larger staff.The Company selects appropriate persons for the job, trains them andputs them on the job.

For and on behalf of the Board of Directors

MANGALCHAND C SURANA

Chairman

Place : Chennai

Date : 31.05.2012


14

REPORT ON CORPORATE GOVERNANCE

MANDATORY REQUIREMENTS

As per the provisions of the Listing Agreement, the Company is requiredto comply with the Corporate Governance Code and the requirements asper the Report furnished below :

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

In line with the tradition of the Company, the Board of Directors of theCompany view their role as trustees of the various stakeholders and thesociety at large and it is their endeavor to observe the best CorporateGovernance Practices, which inter-alia include transparency,empowerment, accountability and fairness in all dealings and pursuing apolicy of appropriate disclosure and communication.

The Company has established various cost effective systems andprocedures to ensure the Board of Directors of the Company are wellinformed and well managed so as to fulfill its overall responsibilities andto provide the management the well thought strategic direction, in orderto create long term share holder value and also to meet the other stakeholders various interests as well.

The Company believes in sound ethical practices and transparency in alltheir operations, appropriate and most cost effective communicationchannels. The Company practices the best corporate and enterprisegovernance practices so as to enhance the sustainable visibility of theCompany in the days to come.

COMPLIANCES

The Company complies with all the laws and regulations as applicable to theCompany.


15

BOARD OF DIRECTORS

Composition:

In 2011-12, the Company had a Non-Executive Chairman and thenumbers of independent Directors were not less than one-third of thetotal number of Directors. The numbers of Non-Executive Directors weremore than 50% of the total number of Directors with the Managing Directorbeing the only Executive Director on the Board of Directors of theCompany.

None of the Directors on the Board is a member of more than 10Committees and no Director is the Chairman of more than 5 Committeesacross all the Companies in which he is a Director.

The names and category of Directors on the Board, their attendance atthe Board Meetings held during the year and also at the last AnnualGeneral Meeting, the number of Directorships and CommitteeMemberships held by them in other Companies are given below :

Shri Rajesh Surana Promoter Director, 18 Yes 2 Nil 4

Managing Director Executive,

Non-Independent

Shri N. K. Surana Non-Executive 9 Yes 2 1 3

Director (resigned on

25.10.2011) Independent

Shri Ramesh Kumar Non-Executive 8 No Nil 1 3

Director (Appointed on Independent

25.10.2011)

Shri Yeswant Chopra Non-Executive, 17 Yes Nil 2 2

Director Independent

Shri Mangalchand Promoter Director 18 Yes 2 1 3

C Surana Executive,

Chairman & Director Non-Independent

Name Category

No. of Board Meetings

attended during the

year

ended 31.03.2012

Whether attended

AGM held

on 29.09.2011

No. of

Directorships in

other Companies

No. of Committees

position held

Chairman Member


16

Eighteen Board Meetings of the Company were held during the year andthe gap between two meetings did not exceed four months. The Boardmeetings of the Company were held on 07.04.2011, 30.04.2011,31.05.2011, 08.06.2011, 20.06.2011, 27.07.2011, 30.08.2011,27.09.2011, 29.09.2011, 22.10.2011, 25.10.2011, 14.11.2011,14.12.2011, 23.01.2012, 13.02.2012, 27.02.2012, 15.03.2012 and

30.03.2012.

BOARD PROCEDURE

A detailed agenda folder is sent to each Director in advance of the Boardand Committee meetings. To enable the Board to discharge itsresponsibilities effectively, the Managing Director briefs the Board at everymeeting on the overall Company’s performance.

DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

A brief resume containing his expertise in specific functional areas,directorships / membership of Committees held in respect of Directorsretiring by rotation/being appointed at the ensuing Annual GeneralMeeting forms part of the Explanatory Statement to the Notice of theAnnual General Meeting.

AUDIT COMMITTEEThe Audit Committee comprises of 4 Directors. Shri N K Surana asChairman, Shri Mangalchand C Surana, Shri Rajesh Surana and ShriYeswant Chopra as Members, upto the period of directorship of Shri N KSurana. Later, the chairmanship was taken over by Shri Yeswant Chopra,with the additional member as Shri Ramesh Kumar, after his inductionas a director. (Except Shri Rajesh Surana and Shri Mangal Chand Surana,all are Independent Directors)

Five Audit Committee Meetings were held during the year 2011-2012 onthe following dates: 31.05.2011, 27.07.2011, 25.10.2011, 14.11.2012 and13.02.2012. The above meetings were attended by the Members of theCommittee and the Statutory Auditors attended these meetings oninvitation.


17

The broad’s terms of reference to the Audit Committee is to:

* Review of financial reporting process, draft financial statementsand auditor’s report before submission to the Board;

* Internal controls and internal audit systems;

* Risk management policies and practices;

* Related party transactions;

* Recommendation of appointment / removal of Auditors and theirremuneration.

REMUNERATION OF DIRECTORS

Other than the sitting fees paid to the Directors for attending the BoardMeetings of the Company. The Chairman and the Managing Director havenot been paid any remuneration during the year 2011-2012. There is noscheme of Stock Option to Directors of the Company.

REMUNERATION COMMITTEE (Non-Mandatory)

The Remuneration Committee constitutes four Directors.(1) Shri Yeswant Chopra as Chairman, (2) Shri Rajesh Surana, (3) ShriMangalchand C Surana and (4) Shri N K Surana as Members. After theperiod of directorship of Shri N K Surana, Shri Ramesh Kumar took chargeas a member after his induction as a director.

The scope of the Remuneration Committee inter alia includes thedetermination on behalf of the Board / Shareholders with agreed termsof reference, the Company’s policy on specific remuneration packagesfor Executive Director, including pension rights and any other payments.

The Board shall from time to time provide requisite guidelines / scope ofwork for the Remuneration Committee and the Committee will dischargesuch other functions as are required under the provisions of the ListingAgreement and the Companies Act, 1956.

The Committee decided that it shall meet as and when there is a need todecide on any matters pertaining to remuneration of the Directors.


18

SHAREHOLDER’S /INVEST OR’S GRIEVANCE COMMITTEE

The Shareholder’s / Investor’s Grievance Committee comprises of ShriYeswant Chopra as Chairman, Shri N K Surana, Shri Mangalchand CSurana and Shri Rajesh Surana as members, upto the period ofdirectorship of Shri N K Surana. Later, the Chairmanship was takenover by Shri Ramesh Kumar, after his induction as a director and ShriYeswant Chopra, Shri Mangalchand C Surana and Shri Rajesh Suranaas members,

The Committee oversees all matters encompassing the Shareholder’s /Investor’s related issues such as non-receipt of Share Certificates aftertransfer, non-receipt of Annual Reports, etc. In addition, the Board alsofrom time to time provides the requisite guidelines / scope of work for theGrievance Committee and the Committee discharges such other functionsas are required under the provisions of the Listing Agreement and theCompanies Act, 1956.

The Committee met on the following dates:

- 30th June, 2011

- 30th September, 2011

- 4th January, 2012

- 31st March, 2012

The Committee reviewed the status of various complaints received fromthe Shareholders / Investors and the redressal measures taken by theCompany.

A statement of the various complaints received and cleared by theCompany during the year 2011-2012 is hereunder.

Nature of Complaints/Requests Received Cleared

Complaints / Requests Nil Nil

Total Nil Nil


19

There is no grievance from shareholders remaining unresolved, as everyeffort is maintained to immediately redress investor’s grievances withoutloss of time.

SHARE TRANSFER COMMITTEE

The Share Transfer Committee comprises of Shri Mangalchand C Suranaas Chairman, Shri N K Surana, Shri Rajesh Surana and Shri YeswantChopra as members upto the period of directorship of Shri N K Surana,and later Shri Ramesh Kumar took charge as a member after his inductionas a director.

The scope of the Committee is to consider the Share Transfers,Dematerialisation, Rematerialisation, etc.

The Committee meets regularly once in 15 days and the transfer requestsreceived since the previous meetings are approved.

OTHER DISCLOSURES

4. DETAILS OF GENERAL BODY MEETINGS

Location and time for last three Annual General Meetings:

Year Location Date Time

2008-2009 No. 2, “Sun Plaza”, 2nd Floor 30.09.2009 09.30 a.m.Chennai-600 006.

2009-2010 No. 2, “Sun Plaza”, 2nd Floor 29.09.2010 09.30 a.m.Chennai-600 006.

2010-2011 No. 2, “Sun Plaza”, 1st Floor 29.09.2011 09.30 a.m.Chennai-600 006.

DISCLOSURES

No Strictures have been imposed on the Company by any regulatoryauthority for non-compliance of any laws.


20

COMPLIANCE WITH OTHER MANDA TORY REQUIREMENTSManagement Discussion and Analysis

A Management Discussion and Analysis Report forms part of the AnnualReport and includes discussions on various matters specified in the listingAgreement.

Code of Conduct

The Board has formulated a code of conduct for the Board members andsenior management of the Company. All Board members and seniormanagement personnel have affirmed their compliance with the code. Adeclaration to this effect signed by the Chairman and Managing Directorof the Company is given elsewhere in the Annual Report.

CEO/CFO CertificationAs contemplated under Clause 49 of the Listing Agreement, the certificatefrom the CEO, i.e. Managing Director was placed before the Board ofDirectors at their meeting held on 31.05.2012

Review of Director ’s Responsibility S tatementThe Board in its report has confirmed that the annual accounts for theyear ended 31st March, 2012 have been prepared as per applicableaccounting standards and policies and that sufficient care has been takenfor maintaining adequate accounting records.

MEANS OF COMMUNICATIONThe Quarterly results are generally published in “Trinity Mirror” (English)and “Makkal Kural” (Tamil). All other official news releases are firstforwarded to the Stock Exchanges and subsequently released to media.

v Half-Yearly report sent to eachhousehold of shareholders : No

v Quarterly results normally : “Trinity Mirror”

published in “Makkal Kural”

v Any website, where displayed : The Company has its ownwebsite,www.rishabfinance.com.


21

However, the quarterly financialstatements, shareholdingpatterns, etc. are simultaneouslysent to the stock exchangeswhere the Company’s Shares arelisted within 48 hours ofthe announcement of the resultsin the Board Meeting / AnnualGeneral Meeting and are also up-loaded in the Company’s website.

v Whether it also displays official : Yes, In the Website of theNews Releases, Presentations Companymade to Institutional Investors/Analysis

v Whether the Management : Yes, it has been attached to theDiscussion & Analysis Report Directors Report and forms partis a part of Annual Report of the Annual Report

GENERAL SHAREHOLDER INFORMATION(a) Date, Time and Venue of the 21st Annual General Meeting

Date : 27 th September, 2012.Time : 09.30 a.m.Venue : No.2, “Sun Plaza”, 1st Floor,

39, G.N. Chetty Road,Chennai-600 006.

b) Particulars of Financial Calendar

Financial Year : 1st April to 31st MarchFirst Quarter : 1st April to 30th JuneSecond Quarter : 1st July to 30th SeptemberThird Quarter : 1st October to 31st DecemberFourth & Final Quarter : 1st January to 31st March


c) Date of Book Closure : 25th September, 2012, to

27th September 2012(both days inclusive)

d) Registered Office : “HANWANT COMPLEX”Old No. 58,1st Floor,Govindappa Naicken Street,Chennai-600 001.

E-mail : [email protected]

Administrative Office : No. 459, Mint Street,and Communication Office Sowcarpet, Chennai-600 079.

e) Dividend payment Date : Not applicable, since no dividendhas been recommended

f) Listing on Stock Exchanges :

(i) Madras Stock Exchange Ltd (MSE)“Exchange Building”11, Second Line Beach, Chennai-600 001.

(ii) Bombay Stock Exchange Ltd (BSE)Phiroze JeeJee Bhoy Towers,Dalal Street, Mumbai-400 001.

The Company has paid the Listing fees for the year 2011-2012 to allthe Stock Exchanges.

Stock Code : MSE - No Code number givenBSE - 531218

The Regional Stock Exchange is “The Madras Stock Exchange Ltd”.

g) Demat Arrangement is with NSDL and CDSL

Demat ISIN : INE346D01013

22


23

h) Stock Price Data : The Equity Shares of the Companyhave not been actively traded in Re-gional Stock Exchange in the year2011-12. The Company’s shareswere de-listed from the Bombay StockExchange Limited during the periodand since then the Company obtainedan in-principle approval on19.03.2012 from BSE for revocationof suspension in trading of equityshares and finally obtained theequity shares re-listed by May 2012.

i) Share Transfer Systems : A Committee of Directors (ShareTransfer Committee) has beenconstituted to approve the transfers,transmissions and other allied matters.

In Compliance of SEBI requirements,share transfers are entertained bothunder Demat and Physical Form.

Share Transfers in respect of physi-cal Stocks are normally effectedwithin a maximum of 15 days from thedate of receipt.

In Compliance with the Listing/SEBIGuidelines :

D A Practicing Company Secretarycarries out Secretarial Audit on“Dematerialised shares and sharesin Physical form” every quarter andthe necessary Reports issued by himare filed with the “Stock Exchanges”.The shares in Dematerialised form


and Physical form tally with the issued/paid-up capital of the Company.

D Shareholding pattern and financial re-sults sent to the stock exchanges,both BSE and MSE, within 48 hoursof the announcement of the resultsin the Board Meeting / AGM, quarterlyand annually.

D A Practicising Company Secretarycarries out a Due Diligence Survey,pertaining to share transfers, trans-missions etc., every six months andnecessary certificates to that effectare issued and the same are filed withthe Stock Exchanges

As per SEBI guidelines M/s. Cameo Corporate Services Limites is acting asthe Common Share Transfer Agent, looking after both physical and Dematwork of your Company.

j) Distribution of Shareholding as on 31.03.2012

No. of % of Amount % ofShareholding Shareholders Shareholders Amount

1 - 1000 4945 76.08 4439090 8.881001 - 5000 875 13.46 2743430 5.495001 - 10000 289 4.45 2469430 4.94

10001 - 20000 163 2.51 2401870 4.820001 - 30000 71 1.09 1750240 3.530001 - 40000 25 0.38 894360 1.7940001 - 50000 29 0.45 1379410 2.76

50001 -100000 55 0.85 4187860 8.38100001 & Above 48 0.74 29734310 59.47

Total 6500 100.00 50000000 100.00

24


k)D

ematerialisation of S

hares and Liquidity :

No. of S

hareholders in No. of %

of S

hareholders Shareholders

Physical M

ode 4661

71.7077

Electronic M

ode1839

28.2923

Total 6500

100.0000

25






26


Banks -- -- -- -- -- -- -- -- -- -- -- --

Bodies

Corporate 12 0.1846 34500 0.6900 45 0.6923 1264442 25.29 57 0.8769 1298942 25.98

Clearing

Member -- -- -- -- -- -- -- -- -- -- -- --

Directors -- -- -- -- -- -- -- -- -- -- -- --

Mutual Fund 1 0.0154 100 0.0020 -- -- -- -- 1 0.0154 100 0.0020

NRI -- -- -- -- 2 0.0307 3125 0.0625 2 0.0307 3125 0.062

Resident

Indian 4648 71.5077 1496691 29.92 1792 27.5692 2201632 44.03 6440 99.0770 3697833 73.96

Relatives of

Directors -- -- -- -- -- -- -- -- -- -- -- --

Total 4661 71.7077 1531291 30.6258 1839 28.2922 3468709 69.3742 6500 100.0000 5000000 100.0000

Paid-up Capital (Shares) 50,00,000

Category N o. of

Holders

% of

HoldersShares

% of

Shares

N o. of

Holders

% of

HoldersShares

% of

Shares

N o. of

Holders

%. of

HoldersShares

% of

Shares

PH Y S I C A L E L E C T R O N I C T O T A L

l) Shareholding Pattern as on 31.03.2012

27

m) Investor Correspondence

All enquiries, clarifications and correspondence should be ad-dressed to Registrars and the Share Transfer Agents or to the Com-pliance Officer at the following addresses :

Share Transfer / Demat Agents Compliance Officer

Cameo Corporate Services Limited Santoshine Tripathy “Subramanian Building”, “Hanwant Complex”,

V Floor, No. 1, Club House Road, No. 58, Govindappa Street,Chennai - 600 002. Chennai - 600 001.

Tel : (044) 28460390-95 Tel : (044) 32966268Fax : (044) 28460129

n) List of Directors holdings in your Company :

Category Name of the No. of % to Paid-up

Directors Shares Shares

Executive Director Rajesh Surana 0.00 0.00(Non-Independent) Managing Director

Executive Chairman Mangalchand C. Surana 0.00 0.00(Non-Independent) Chairman

(Independent) N.K. Surana 0.00 0.00Director (resigned on 25.10.11)

(Independent) Ramesh Kumar 0.00 0.00Director (appointed on 25.10.11)

(Independent) Yeswant Chopra 0.00 0.00Director

o) Compliance :

The Company has complied with the mandatory requirements in termsof the Corporate Governance Guidelines. However, the Companyhas not yet adopted the non-mandatory requirements.


28

Declaration under Clause 49 1 (D) by the Managing Director ofaffirmation by the Board of Directors and Senior Management ofCompliance with the Code of Conduct

The Shareholders,

I, Rajesh Surana, Managing Director of the Company, do hereby declarethat all the Board members and Senior Management personnel haveaffirmed compliance with the Code of Conduct for the Board of Directorsand Senior Management of Rishab Financial Services Limited.

For RISHAB FINANCIAL SERVICES LTD.,


Auditor ’s Certificate on Compliance of Conditions of CorporateGovernanc e under Clause 49 of the Listing Agreement :

To the Members of Rishab Financial Services Limited

We have examined the compliance conditions of Corporate Governanceby Rishab Financial Services Limited for the year ended 31st March 2012as stipulated in clause 49 of the Listing Agreement of the said Companywith the Stock Exchanges.

In our opinion and to the best of our information and according to theexplanations given to us, we certify that the Company has complied withthe conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

For BHANDARI & KESW ANIChartered Accountants

P. BHANDARI Partner

M.No 17411Firm Regn. No. 000433S

Place : ChennaiDate :31.05.2012

Place : ChennaiDate : 31.05.2012


29

AUDITORS’ REPORT TO THE BOARD OF DIRECTORSOF RISHAB FINANCIAL SERVICES LIMITED

As required by the Non-Banking Financial Companies Auditor’s Report(Reserve Bank) Directions, 1998 issued by the Reserve Bank of India interms of Section 45 MA (1A) of the Reserve Bank of India Act, 1934, wereport below on the matters specified in paragraph 3 of the said order :

1. The Company has been granted a Certificate of Registration by theReserve Bank of India in terms of Section 45-IA of the Reserve Bankof India Act, 1934.

2. We have verified the minutes of the meeting of the Board of Directorsof the Company wherein which a resolution for non-acceptance ofany public deposit has been passed.

3. As per the information and explanations given to us, the Companyhas not accepted any public deposits during the year under review.

4. As informed to us, the Company has furnished all the statements,information or particulars called for by the Reserve Bank of India.

5. In our opinion and to the best of our information and according tothe explanations given to us, the Company has compiled with theprudential norms relating to income recognition, accountingstandards, asset classification and provision for bad and doubtfuldebts as applicable to it.

For BHANDARI & KESW ANI Chartered Accountants

P. BHANDARIPlace : Chennai PartnerDate : 31.05.2012 M.No.17411

Firm Regn. No. 000433S


30

AUDITOR’S REPORT

To the members of RISHAB FINANCIAL SERVICES LIMITED

1. We have audited the attached Balance Sheet of Rishab FinancialServices Limited as at 31st March, 2012 and the related Profitand Loss Account and Cash Flow Statement for the year ended onthat date annexed thereto. These financial statements are theresponsibility of the Company’s Management. Our responsibility isto express an opinion on these financial statements based on ouraudit.

2. We have conducted our audit in accordance with the auditingstandards generally accepted in India. These Standards requirethat we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles usedand significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 asamended by the Companies (Auditor’s Report) (Amendment) Order,2004 issued by the Central Government of India in terms ofsub-section (4A) of Section 227 of the Companies Act, 1956 andon the basis of such checks of the books and records of theCompany as we considered appropriate and according to theinformation and explanations given to us, we enclose in theAnnexure, a statement on the matters specified in paragraphs 4and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, wereport that:

i) We have obtained all the information and explanations, whichto the best of our knowledge and belief were necessary for thepurposes of our audit.


31

ii) In our opinion, proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books.

iii) The Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report are in agreement with thebooks of account.

iv) In our opinion, the Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this report are in compliancewith the accounting standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956.

v) On the basis of written representations received from thedirectors of the Company and taken on record by the Board ofDirectors of the Company, none of the directors of the Companyare disqualified as on 31st March, 2012 from being appointedas a director in terms of clause (g) of sub-section (1) of section274 of the Companies Act, 1956.

vi) In our Opinion and to the best of our information and according tothe explanations given to us, the said financial statements togetherwith the notes thereon and attached thereto, give in the prescribedmanner, the information required by the Companies Act, 1956and also give a true and fair view in conformity with the accountingprinciples generally accepted in India :

(a) in the case of Balance Sheet, of the state of affairs of theCompany as at 31st March, 2012 ;

(b) in the case of the Profit and Loss Account, of the Loss forthe year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flowsfor the year ended on that date.


P.BHANDARIPlace : Chennai PartnerDate : 31.05.2012 M.No.17411



32

ANNEXURE TO THE AUDITOR’S REPORT

Re : RISHAB FINANCIAL SERVICES LIMITED

Referred to in paragraph 3 of our report of even date.

1. (a) The company has maintained proper records showing fullparticulars including quantitative details and situation of fixedassets.

(b) As explained to us, the fixed assets of the Company have beenphysically verified by the management during the year, which inour opinion is reasonable, considering the size and the natureof its business. The frequency of verification is reasonable andno material discrepancies have been noticed on such physicalverification.

(c) There is no substantial disposal of fixed assets during the year.

2. In respect of inventories, the Company does not have any inventory.Therefore, the provisions of Clause 4 [ii] of the Companies [Auditor’sReport] Order, 2003 are not applicable to the Company.

3. The Company has neither granted nor taken any loans to and fromcompanies, firms or other parties covered in the register maintainedu/s 301 of the Companies Act,1956.

4. In our opinion and according to the information and explanations givento us, there are adequate internal control procedures commensuratewith the size of the company and the nature of its business with regardto fixed assets and with regard to the business activity.

5. (a) According to the information and explanations given to us, weare of the opinion that there were no transactions made inpursuance of contracts or arrangement, that need to be enteredin the register maintained under Section 301 of the CompaniesAct, 1956. Hence there are no such recordings in the Register.

(b) The question of these transactions having been made at priceswhich are reasonable having regard to the prevailing marketprices at the relevant time does not arise under the year of review.


33

6. The Company has not accepted any deposits from the public,attracting the provisions of Section 58A or any other relevantprovisions of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit systemcommensurate with the size of the nature of its business.

8. In our opinion the Company is not required to maintain the costaccounts and records prescribed by the Central Government underSection 209(1) (d) of the Companies Act, 1956.

9. (a) The Company is, in general, regular in depositing undisputedstatutory dues, including Income Tax and other statutory dueswith the appropriate authorities. According to the informationand explanations given to us, there are no undisputed amountspayable in respect of such statutory dues were in arrears as at31st March, 2012 for a period of more than six months from thedate they became payable;

(b) According to the information & explanations given to us, thereare no dues of Sales Tax, Income Tax, Customs Duty, WealthTax, Service Tax, Excise Duty and Cess which have not beendeposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are notincurred as cash losses during the financial year covered by ouraudit and the immediately preceding financial year. In the currentyear, the Company has made profits and thus decreased the broughtforward losses.

11. In our opinion, and according to the information and explanationsgiven to us, the Company has not defaulted in repayment of dues tofinancial institution or bank as at the balance sheet date.

12. The Company has not granted any loans or advances on the basisof security by way of pledge of shares, debentures or other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society.Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’sReport) Order, 2003 are not applicable to the Company.


34

14. In the present financial year, no investments are held by the Company.

15. According to the information and explanations given to us, theCompany has not given any guarantee for loans taken by othersfrom banks and financial institutions.

16. In our opinion, no term loans have been obtained by the Companyfrom any financial institutions during the year.

17. According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company, we reportthat no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotments of shares toparties and companies covered in the register maintained undersection 301 of the Act.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issuesduring the year.

21. According to the information and explanations given to us, no fraud,on or by the Company, has been noticed or reported during the courseof our audit.


P.BHANDARIPlace : Chennai PartnerDate : 31.05.2012 M.No.17411



35

BALANCE SHEET AS AT 31st MARCH, 2012

Amount in ‘000s

I. EQUITY AND LIABILITIES

(1) Shareholder ’s Funds

(a) Share Capital A 50000.00 50000.00

(b) Reserves and Surplus B (8497.14) (5892.32)

(c) Money received against share warrants 0.00 0.00

(2) Share application money pending allotment 0.00 0.00

(3) Non-Current Liabilities

(a) Long-term borrowings C 0.00 0.00

(b) Deferred tax liabilities (Net) 0.00 0.00

(c) Other Long term liabilities D 0.00 0.00

(d) Long term provisions E 0.00 0.00

(4) Current Liabilities

(a) Short-term borrowings F 4535.22 4765.00

(b) Trade payables 0.00 0.00

(c) Other current liabilities G 292.40 214.37

(d) Short-term provisions H 9700.05 5684.42

Total 56030.54 54771.47


Figures as at the

end of current

reporting

period

NoteParticulars

Figures as at the

end of previous

reporting

period

36

Amount in ‘000s

II. Assets

(1) Non-current assets

(a) Fixed assets (i) Tangible assets I & J 258.79 368.84 (ii) Intangible assets 0.00 0.00 (iii) Capital work-in-progress 0.00 0.00 (iv) Intangible assets under development 0.00 0.00(b) Non-current investments K 5238.00 0.00(c) Deferred tax assets (net) 6.45 15.36(d) Long term loans and advances L 43000.00 39090.00(e) Other non-current assets M 0.00 0.00

(2) Current assets

(a) Current investments N 0.00 0.00(b) Inventories O 0.00 0.00(c) Trade receivables P 3036.04 2356.74(d) Cash and cash equivalents Q 109.73 4103.60(e) Short-term loans and advances R 2040.90 6725.00(f) Other current assets S 2340.63 2111.93

Total 56030.54 54771.47

Figures as at the

end of current

reporting

period

NoteParticulars

Figures as at the

end of previous

reporting

period

As per our report attached of even dateFor BHANDARI & KESW ANIChartered Accountants

P. BHANDARIPartnerChennai31.05.2012

For and on behalf of the Board

MANGALCHAND C SURANA RAJESHSURANA

Chairman Managing Director


38

Amount in ‘000s

X. Tax expense :

(1) Current tax (459.98) (454.65)

(2) Deferred tax (8.92) 9.57

XI. Profit/(Loss) from the peridfrom continuing operations (VII-VIII) (2604.82) (1086.44)

XII. Profit/(Loss) fromdiscontinuing operations 0.00 0.00

XIII. Tax expense of discountingoperations 0.00 0.00

XIV. Profit/(Loss) fromDiscontinuing operations(XII-XIII) 0.00 0.00

XV. Profit/(Loss) for the period (XI+XIV) (2604.82) (1086.44)

XVI. Earning per equity share :

(1) Basic (0.52) (0.22)

(2) Diluted (0.52) (0.22)

Figures as at the

end of current

reporting

periodNoteParticulars

Figures as at the

end of previous

reporting

period




As per our report attached of even dateFor BHANDARI & KESW ANIChartered Accountants

P. BHANDARIPartner

Chennai31.05.2012


37

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH,2012 Amount in ‘000s

I. Revenue from operations 1 4644.50 4205.00

II. Other Income 3 0.00 27.39

III. Total Revenue (I +II) 4644.50 4232.39

IV. Expenses:Cost of materials consumed 0.00 0.00Purchase of Stock-in-Trade 0.00 0.00Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 0.00 0.00Employee benefit expense 4a 1226.30 1803.20Financial costs 2 355.05 0.00Depreciation and amortization expense 4b 127.44 171.79Other expenses 4c 1515.99 927.95

Total Expenses 3224.78 2902.94

V. Profit before exceptional andextraordinary items and tax (III - IV) 1419.72 1329.45

VI. Less : Exceptional ItemsProvision for Non PerformingAssets (excess / short) 3590.23 1911.62

Contingent Provision forStandard Assets (34.58) 59.19

VII. Profit before extraordinaryitems and tax (V - VI) (2135.93) (641.36)

VIII. Extraordinary Items 0.00 0.00

IX. Profit before tax (VII - VIII) (2135.93) (641.36)

Figures as at the

end of current

reporting

period

NoteParticulars

Figures as at the

end of previous

reporting

period


INTANGIBLE ASSETS

GOODWILL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

BRAND/TRADEMARKS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

COMPUTER SOFTWARE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

MASTHEADS &

PUBLISHING TILES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

MINING RIGHTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

COPY RIGHTS, PATENTS,

IPRS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

SERVICES & OPERATING

RIGHTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

RECIPES, FOMULAE,

MODELS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

DESIGNS & PROTOTYPES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00\

LICENSES & FRANCHISE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

OTHERS (SPECIFY NATURE)0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL C 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

GROSS TOTAL (A+B+C)1488.64 17.40 0.00 0.00 0.00 1506.04 1119.80 127.44 0.00 0.00 0.00 1247.25 258.79 368.84

PARTICULARS

GROSS BLOCK DEPRECIATION NET BLOCK

OPG

ADDITIONS

ACQUI

SITIONS

DELE-

TIONS

CLG

OPG

FOR THE

YEAR

IMPARIMENT

LOSS

IMPARIMENT

REVERSALS

CLG

ADJUSMENTS

CLG

OPG

ADJUSMENTS

40

NOTE NO. I & J

TANGIBLE ASSETS

ASSETS HELD NOT ON LEASE

LAND 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

BUILDINGS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

PLANT & EQUIPMENT

(COMPUTER) 844.07 0.00 0.00 0.00 0.00 844.07 662.34 87.78 0.00 0.00 0.00 750.12 93.95 181.74

PLANT & EQUIPMENT

(OTHERS) 35.79 17.40 0.00 0.00 0.00 53.19 13.62 3.12 0.00 0.00 0.00 16.74 36.45 22.17

FURNITURE & FIXTURES 129.03 0.00 0.00 0.00 0.00 129.03 49.99 14.31 0.00 0.00 0.00 64.29 64.73 79.04

VEHICLES 479.75 0.00 0.00 0.00 0.00 479.75 393.86 22.24 0.00 0.00 0.00 416.10 63.65 85.89

OFFICE EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

OTHERS

( SPECIFY NATURE) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL A 1488.64 17.40 0.00 0.00 0.00 1506.04 1119.80 127.44 0.00 0.00 0.00 1247.25 258.79 368.84

ASSETS HELD ON LEASE

LAND 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

BUILDINGS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

PLANT AND EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

FURNITURE AND FIXTURES0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

VEHICLES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

OFFICE EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

OTHERS

( SPECIFY NATURE) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL B 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

PARTICULARS

GROSS BLOCK DEPRECIATION NET BLOCK

OPG

ADDITIONS

ACQUI

SITIONS

DELE-

TIONS

CLG

OPG

FOR THE

YEAR

IMPARIMENT

LOSS

IMPARIMENT

REVERSALS

CLG

ADJUSMENTS

CLG

OPG

ADJUSMENTS

39







NOTES TO ACCOUNTS FOR THE YEAR ENDED

Current YearPrevious Year

Rs. Rs.NOTE NO. A SHARE CAPITAL

AUTHORISED SHARE CAPITAL1,00,00.000 EQUITY SHARESOF RS.10/- EACH 100000.00 100000.00

ISSUED, SUBSCRIBED ANDFULLY PAID UP50,00,000 EQUITY SHARESOF RS.10/- 50000.00 50000.00

ISSUED, SUBSCRIBED AND NOTFULLY PAID UP 0.00 0.00

CALL UNPAID BY DIRECTORS 0.00 0.00

CALL UNPAID BY PERSONSOTHER THAN DIRECTORS 0.00 0.00

SHARES FORFEITED 0.00 0.00

TOTAL SHARE CAPITAL 50000.00 50000.00

RECONCILIATION OF THE NUMBER OF SHARESEQUITY SHARESNO OF SHARES AT THEBEGINNING OF THE YEAR 5000000.00 5000000.00ADD NUMBER OF SHARES ISSUEDDURING THE YEAR 0.00 0.00

LESS: NUMBER OF SHARESBROUGHT BACK/CANCELLED 0.00 0.00

NO OF SHARES AT THE ENDOF THE YEAR 5000000.00 5000000.00

RIGHTS, PREFERENCES ANDRESTRICTIONS INCLUDINGRESTRICTIONS ON THE DISTRIBUTIONOF DIVIDENDS AND REPAYMENTOF CAPITAL 0.00 0.00

41


Current YearPrevious Year

Rs. Rs.NUMBER OF SHARES HELD BYHOLDING COMPANY 0.00 0.00NUMBER OF SHARES HELD BYULTIMATING HOLDING COMPANY 0.00 0.00NUMBER OF SHARES HELD BYSUBSIDIARIES OR ASSOCIATES OF 0.00 0.00HOLDING COMPANY OR ULTIMATEHOLDING COMPANY 0.00 0.00

DETAILS OF PERSONS HOLDINGMORE THAN 5% OF THE SHARE CAPITAL

MANGAL KIRAN SECURITIES LIMITED10,57,100 Shares 21.14%

SHARES RESERVED FOR ISSUE UNDER OPTIONS/COMMITMENTS AND TERMS AND CONDITIONS0.00

0.00

SHARES ISSUED FOR CONSIDERATIONOTHER THAN CASH 0.00 0.00

SHARES ISSUED AS FULLY PAIDBONUS SHARES 0.00 0.00

SHARES BOUGHT BACK 0.00 0.00

NOTE NO. BRESERVES AND SURPLUS

OPG BAL ADD. WITHDRA CLG BAL

WALS

CAPITAL RESERVESCurrent Year 0.00 0.00 0.00 0.00Previous Year 0.00 0.00 0.00 0.00

CAPITAL REDEMPTION RESERVESCurrent Year 0.00 0.00 0.00 0.00Previous Year 0.00 0.00 0.00 0.00

SECURITIES PREMIUM RESERVECurrent Year 8000.00 0.00 0.00 8000.00Previous Year 8000.00 0.00 0.00 8000.00

42


OPG BAL. ADD. WITHDRA CLG BAL

WALS

DEBENTURE REDEMPTIONRESERVE

Current Year 0.00 0.00 0.00 0.00

Previous Year 0.00 0.00 0.00 0.00

REVALUATION RESERVECurrent Year 0.00 0.00 0.00 0.00

Previous Year 0.00 0.00 0.00 0.00

SHARE OPTIONS OUTSTANDINGACCOUNT

Current Year 0.00 0.00 0.00 0.00

Previous Year 0.00 0.00 0.00 0.00

STATUTORY RESERVE

Current Year 1285.31 0.00 0.00 1285.31

Previous Year 1285.31 0.00 0.00 1285.31

GENERAL RESERVE

Current Year 500.00 0.00 0.00 500.00

Previous Year 500.00 0.00 0.00 500.00

SURPLUS INPROFIT AND LOSS ACCOUNT

Current Year -18282.45 0.00 0.00 -18282.45

Previous Year -15677.62 0.00 0.00 -15677.62

Total Reserves & Surplus

Current Year -8497.14 0.00 0.00 -8497.14

Previous Year -5892.32 0.00 0.00 -5892.32

43


NOTE NO. C

LONG TERM BORROWINGS CURRENT YEAR PREVIOUS YEAR

SECURED UN SECURED SECURED

UN SECURED

BONDS/DEBENTURES 0.00 0.00 0.00 0.00

TERM LOANS FROM BANKS 0.00 0.00 0.00 0.00

TERM LOANS FROM OTHER PARTIES 0.00 0.00 0.00 0.00

DEFERRED PAYMENT LIABILITIES 0.00 0.00 0.00 0.00

DEPOSITS 0.00 0.00 0.00 0.00LOANS AND ADVANCESFROM RELATED PARTIES 0.00 0.00 0.00 0.00

LONG TERM MATURITIES OFFINANCE LEASE OBLIGATIONS 0.00 0.00 0.00 0.00

AGGREGATE AMOUNT OF LOANSGUARANTEED BY DIRECTORSOR OTHERS 0.00 0.00 0.00 0.00

Total Long T erm Borrowings 0.00 0.00 0.00 0.00

NOTE NO. D

OTHER LONG TERM LIABILITIES

TRADE PAYABLES 0.00 0.00 0.00 0.00

OTHERS 0.00 0.00 0.00 0.00

Total Other Long T erm Liabilities 0.00 0.00 0.00 0.00

NOTE NO. E

LONG TERM PROVISIONS

PROVISION FOR EMPLOYEE BENEFITS 0.00 0.00 0.00 0.00

OTHERS ( SPECIFY NATURE) 0.00 0.00 0.00 0.00

Total Long T erm Provisions 0.00 0.00 0.00 0.00

44


NOTE NO. F

SHORT TERM BORROWINGS CURRENT YEAR PREVIOUS YEAR

SECURED UN SECURED SECURED

UN SECURED

LOANS REPAYABLE ON DEMAND

FROM BANKS 0.00 0.00 0.00 0.00

FROM OTHER PARTIES 0.00 0.00 0.00 0.00

LOANS AND ADVANCES FROM

RELATED PARTIES 0.00 4535.22 0.00 4765.00

DEPOSITS 0.00 0.00 0.00 0.00

OTHER LOANS AND ADVANCES(SPECIFY NATURE) 0.00 0.00 0.00 0.00

Total Short T erm Borrowings 0.00 4535.22 0.00 4765.00

NOTE NO. G

OTHER CURRENT LIABILITIES

CURRENT MATURITIES OFLONG TERM DEBT 0.00 0.00 0.00 0.00

CURRENT MATURITIES OFFINANCE LEASE OBLIGATIONS 0.00 0.00 0.00 0.00

INTEREST ACCRUED BUT NOTDUE ON BORROWINGS 0.00 0.00 0.00 0.00

INTEREST ACCRUED AND DUEON BORROWINGS 0.00 0.00 0.00 0.00

INCOME RECEIVED IN ADVANCE 0.00 0.00 0.00 0.00

UNPAID DIVIDENDS 0.00 0.00 0.00 0.00

APPLICATION MONEY RECEIVED FORALLOTMENT OF SECURITIES ANDREFUND DUE AND INTERESTACCRUED THEREON 0.00 0.00 0.00 0.00

45


CURRENT YEAR PREVIOUS YEARSECURED UN SECURED SECURED UN SECURED

NUMBER OF SHARES TO BE ISSUED0.00 0.00 0.00 0.00

AMOUNT OF PREMIUM IF ANY 0.00 0.00 0.00 0.00

PERIOD BEFORE WHICH SHARESBE ALLOTTED 0.00 0.00 0.00 0.00

PERIOD FOR WHICH THE SHAREAPPLICATION MONEY PENDING 0.00 0.00 0.00 0.00

ALLOTMENT BEYOND THE DATE OFALLOTMENT MENTIONED IN THEDOCUMENT INVITING APPLICATIONFOR SHARES 0.00 0.00 0.00 0.00

REASONS FOR SUCH PENDING 0.00 0.00 0.00 0.00

UNPAID MATURED DEPOSITS ANDINTEREST ACCRUED THEREON 0.00 0.00 0.00 0.00

UNPAID MATURED DEBENTURES& INTEREST ACCRUED THEREON 0.00 0.00 0.00 0.00

OTHER PAYABLES - EXPENSES 0.00 292.40 0.00 214.37

Total Other Current Liabilities 0.00 292.40 0.00 214.37

NOTE NO. H

SHORT TERM PROVISION

PROVISION FOR EMPLOYEE BENEFITS0.00 0.00 0.00 0.00

PROVISION FOR NON PERFORMINGASSETS 0.00 6764.43 0.00 3174.20

CONTINGENT PROVISION FOR

STANDARD ASSETS 0.00 24.61 0.00 59.19

PROVISION FOR FRINGE BENEFIT TAX 0.00 32.94 0.00 32.94

PROVISION FOR INCOME TAX 0.00 2878.07 0.00 2418.09OTHERS ( SPECIFY THE NATURE) 0.00 0.00 0.00 0.00

Total Short T erm Provisions 0.00 9700.05 0.00 5684.42

46


CURRENT YEAR PREVIOUS YEARCARRIED CARRIED CARRIED CARRIED

AT COST OTHER THANAT COST OTHER THAN

AT COST AT COST

NOTE NO. KNON CURRENT INVESTMENTS :-

TRADE INVESTMENTS

INVESTMENT IN PROPERTY 0.00 0.00 0.00 0.00

INVESTMENT IN EQUITY INSTRUMENTSIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, ANDWHETHER FULLY PAID OR PARTLY PAID0.00 0.00 0.00 0.00

INVESTMENT IN PREFERENCE SHARESIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, ANDWHETHER FULLY PAID OR PARTLY PAID0.00 0.00 0.00 0.00

INVESTMENT IN GOVERNMENT ORTRUST SECURITIES 0.00 0.00 0.00 0.00

INVESTMENT IN DEBENTURES/BONDSIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, & WHETHERFULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00

INVESTMENT IN MUTUAL FUNDS 0.00 0.00 0.00 0.00

INVESTMENT IN PARTNERSHIP FUNDS0.00 0.00 0.00 0.00

OTHER NON CURRENT INVESTMENTS(SPECIFY) 0.00 0.00 0.00 0.00

TOTAL A 0.00 0.00 0.00 0.00

47



AT COST OTHER THAN AT COST OTHER THAN

AT COST AT COST

NON TRADE INVESTMENTS

INVESTMENT IN PROPERTY 0.00 0.00 0.00 0.00

INVESTMENT IN EQUITY INSTRUMENTSIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, AND WHETHERFULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00

INVESTMENT IN PREFERENCE SHARESIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, AND WHETHER

FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00INVESTMENT IN GOVERNMENT OR

TRUST SECURITIES 0.00 0.00 0.00 0.00

INVESTMENT IN DEBENTURES/BONDS IN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES,AND WHETHER

FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00

INVESTMENT IN MUTUAL FUNDS 0.00 0.00 0.00 0.00

INVESTMENT IN PARTNERSHIP FIRMS0.00 0.00 0.00 0.00

OTHER NON CURRENT INVESTMENTS1,40,000 EQUITY SHARES INANUSH SHARES & SECURITIESPRIVATE LIMITED (UNQUOTED) 5238.00 0.00 0.00 0.00

TOTAL B 5238.00 0.00 0.00 0.00

TOTAL A+B 5238.00 0.00 0.00 0.00

48



AT COST OTHER THAN AT COST OTHER THAN

AT COST AT COST

AGGREGATE AMOUNT OF QUOTEDINVESTMENTS AND MARKET VALUE THEREOF 0.00 0.00

AGGREGATE AMOUNT OFUNQUOTED INVESTMENTS 0.00 0.00

AGGREGAE PROVISION FOR DIMINUTIONIN VALUE OF INVESTMENTS 0.00 0.00

NOTE NO. LLONG TERM LOANS AND ADVANCESSECURED AND CONSIDERED GOOD

CAPITAL ADVANCES 0.00 0.00SECURITY DEPOSITS 0.00 0.00LOANS AND ADVANCES TO RELATEDPARTIES ( GIVING DETAILS THEREOF) 0.00 0.00OTHER LOANS AND ADVANCES 0.00 0.00

UNSECURED AND CONSIDERED GOODCAPITAL ADVANCES 0.00 0.00SECURITY DEPOSITS 0.00 0.00LOANS AND ADVANCES TORELATED PARTIES( GIVING DETAILS THEREOF) 0.00 0.00

OTHER LOANS AND ADVANCES 43000.00 39090.00

DOUBTFULCAPITAL ADVANCES 0.00 0.00SECURITY DEPOSITS 0.00 0.00LOANS AND ADVANCES TORELATED PARTIES(GIVING DETAILS THEREOF) 0.00 0.00OTHER LOANS AND ADVANCES 0.00 0.00

43000.00 39090.00LESS PROVISION FOR BAD ANDDOUBTFUL AND ADVANCES 0.00 0.00TOTAL 43000.00 39090.00

49



AT COST OTHER THANAT COST OTHER THAN

AT COST AT COST

AMOUNTS DUE BY DIRECTORSOR OTHER OFFICERS OF THE COMPANYSEVERALLY OR JOINTLY WITH ANYOTHER PERSONS 0.00 0.00

AMOUNTS DUE BY FIRMS OR PRIVATECOMPANIES IN WHICH SUCH DIRECTORIS A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00

Total Long T erm Loans & Advances 43000.00 39090.00

NOTE NO. MOTHER NON CURRENT ASSETS

LONG TERM TRADE RECEIVABLESINCLUDING TRADE RECEIVABLES ON 0.00 0.00DEFERRED CREDIT TERMSSECURED AND CONSIDERED GOOD 0.00 0.00

UNSECURED AND CONSIDERED GOOD 0.00 0.00

DOUBTFUL 0.00 0.00

0.00 0.00LESS PROVISION FOR BAD ANDDOUBTFUL DEBTS 0.00 0.00

0.00 0.0

DEBTS DUE BY DIRECTORS OR OTHEROFFICERS OF THE COMPANY SEVERALLYOR JOINTLY WITH ANY OTHER PERSONS 0.00 0.00

DEBTS DUE BY FIRMS OR PRIVATECOMPANIES IN WHICH SUCH DIRECTOR ISA PARTNER OR MEMBER OR DIRECTOR 0.00 0.00

Total Other Non Current Asset s 0.00 0.00

50


CURRENT YEAR PREVIOUS YEARNOTE NO. N

CURRENT INVESTMENTS

INVESTMENT IN EQUITY INSTRUMENTSIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, ANDWHETHER FULLY PAID OR PARTLY PAID 0.00 0.00

INVESTMENT IN PREFERENCE SHARESIN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, AND WHETHERFULLY PAID OR PARTLY PAID 0.00 0.00

INVESTMENT IN GOVERNMENTOR TRUST SECURITIES 0.000.00INVESTMENT IN DEBENTURES/BONDS IN SUBSIDIARIES, ASSOCIATES,JOINT VENTURES, CSPVS, SPECIFYINGTHE NAME OF ENTITIES, AND WHETHERFULLY PAID OR PARTLY PAID 0.00 0.00

INVESTMENT IN MUTUAL FUNDS 0.00 0.00

INVESTMENT IN PARTNERSHIP FIRMS 0.00 0.00

OTHER INVESTMENTS (SPECIFY) 0.00 0.00

Total Current Investment s 0.00 0.00

SPECIFY THE BASIS OF VALUATION OFINDIVIDUAL INVESTMENTS 0.00 0.00

AGGREGATE AMOUNT OF QUOTEDINVESTMENTS AND MARKET VALUE THEREOF 0.000.00

AGGREGATE AMOUNT OFUNQUOTED INVESTMENTS 0.00 0.00

AGGREGAE PROVISION FOR DIMINUTIONIN VALUE OF INVESTMENTS 0.00 0.00

51


CURRENT YEAR PREVIOUS YEARNOTE NO. OINVENTORIES(VALUED AT LOWER OF COST AND

NET REALISABLE VALUE)RAW MATERIALS 0.00 0.00WORK IN PROGRESS 0.00 0.00FINISHED GOODS 0.00 0.00STOCK IN TRADE ( IN RESPECT OFGOODS ACQUIRED FOR TRADING) 0.00 0.00STORES AND SPARES 0.00 0.00LOOSE TOOLS 0.00 0.00OTHERS ( SPECIFY NATURE) 0.00 0.00

Total Inventories 0.00 0.00

GOODS IN TRANSIT UNDER THE ABOVEHEADS TO BE MENTIONED SEPARATELY 0.000.00

NOTE NO. P

TRADE RECEIVABLES

TRADE RECEIVABLES OUTSTANDINGFOR A PERIOD EXCEEDING SIX MONTHSSECURED AND CONSIDERED GOODUNSECURED AND CONSIDERED GOOD 3036.04 2356.74DOUBTFUL 0.00 0.00

3036.04 2356.74LESS PROVISION FOR BAD ANDDOUBTFUL DEBTS 0.00 0.00

3036.04 2356.74DEBTS DUE BY DIRECTORS OR OTHEROFFICERS OF THE COMPANY SEVERALLYOR JOINTLY WITH ANY OTHER PERSONS 0.000.00

DEBTS DUE BY FIRMS OR PRIVATECOMPANIES IN WHICH SUCH DIRECTOR ISA PARTNER OR MEMBER OR DIRECTOR 0.00 0.00

Total Trade Receivables 3036.04 2356.7452


CURRENT YEAR PREVIOUS YEARNOTE NO. QCASH AND CASH EQUIVALENTS

BALANCES WITH BANKS - OTHERS 47.02 3841.12

BALANCES WITH BANKS HELDAS MARGIN MONEY 0.00 0.00

BALANCES WITH BANKS HELD ASSECURITY AGAINST BORROWINGS 0.00 0.00

BALANCES WITH BANKS HELD ASSECURITY AGAINST COMMITMENTS,GUARANTEES ETC 0.00 0.00

BALANCES WITH BANKS ON DEPOSITACCOUNT MATURING OVER 12 MONTHS 0.000.00

BALANCES WITH BANKS ON DEPOSITACCOUNT - OTHERS 0.00 0.00

EARMARKED BALANCES WITH BANKS 0.00 0.00

CHEQUES AND DRAFTS ON HAND 0.00 0.00

CASH ON HAND 62.71 262.48

OTHERS (SPECIFY NATURE) 0.00 0.00

Total Cash & Cash Equivalent s 109.73 4103.60

NOTE NO. R

SHORT TERM LOANS AND ADVANCES

SECURED AND CONSIDERED GOODLOANS AND ADVANCES TO RELATEDPARTIES ( GIVING DETAILS THEREOF) 0.00 0.00OTHER LOANS AND ADVANCES 0.00 0.00

UNSECURED AND CONSIDERED GOODLOANS AND ADVANCES TO RELATEDPARTIES ( GIVING DETAILS THEREOF) 0.00 0.00OTHER LOANS AND ADVANCES 2040.90 6725.00

53


CURRENT YEAR PREVIOUS YEAR

DOUBTFULLOANS AND ADVANCES TO RELATEDPARTIES ( GIVING DETAILS THEREOF) 0.00 0.00OTHER LOANS AND ADVANCES 0.00 0.00

2040.90 6725.00LESS PROVISION FOR BAD ANDDOUBTFUL LOANS AND ADVANCES 0.00 0.00

TOTAL 2040.90 6725.00

AMOUNTS DUE BY DIRECTORS OROTHER OFFICERS OF THE COMPANYSEVERALLY OR JOINTLY WITH ANYOTHER PERSONS 0.00 0.00AMOUNTS DUE BY FIRMS OR PRIVATECOMPANIES IN WHICH SUCH DIRECTORIS A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00

Total Short T erm Loans & Advances 2040.90 6725.00

NOTE NO. SOTHER CURRENT ASSETS(SPECIFY NATURE)

ALL CURRENT ASSETS WHICH COULDNOT BE FITTED IN ANY OTHER ASSETCATAGORIES 0.00 0.00

TAXES PAID IN ADVANCE 2340.63 2111.93

Total Other Current Asset s 2340.63 2111.93

NOTE NO. T

CONTINGENT LIABILITIES & COMMITMENTS NILNIL

54


CURRENT YEAR PREVIOUS YEAR

1 REVENUE FROM OPERATIONS(AA) (IN THE CASE OF NON FINANCE

COMPANIES)SALE OF PRODUCTS 0.00 0.00SALE OF SERVICES 0.00 0.00OTHER OPERATING REVENUES 0.00 0.00

TOTAL 0.00 0.00

LESS EXCISE DUTY 0.00 0.00

Total Revenue from Operations 0.00 0.00

(BB) IN THE CASE OF FINANCE COMPANIESINTEREST 4644.50 4205.00OTHER FINANCIAL SERVICES 0.00 0.00

Total Revenue from Operations 4644.50 4205.00

2 FINANCE COSTINTEREST EXPENSES 355.05 0.00OTHER BORROWING COSTS 0.00 0.00APPLICABLE NET GAIN/LOSS ONFOREIGN CURRENCY TRANSACTIONS/TRANSLATIONS 0.00 0.00

Total Finance Costs 355.05 0.00

3 OTHER INCOMEINTEREST INCOME(IN CASE OF NON FINANCE COMPANY) 0.00 0.00DIVIDEND INCOME 0.00 0.00INTEREST ON REFUND OF TAXES 0.00 27.39NET GAIN/LOSS ON SALE OF INVESTMENTS 0.00 0.00OTHER NON OPERATING INCOME(NET OF EXPENSES DIRECTLYATTRIBUTABLE TO SUCH INCOME 0.00 0.00

0.00 27.39

55


ADDITIONAL INFORMATION TO BE DISCLOSED BY WAY OF AGGREGATE

4EXPENDITURE AND INCOME ON THE FOLLOWING IN THE NOTES

(i) CURRENT YEAR PREVIOUS YEAR(a) EMPLOYEE BENEFIT EXPENSES

SALARIES AND WAGES 1226.30 1737.70CONTRIBUTION TO PF AND OTHER FUNDS 0.00 0.00EXPENSES ON ESOP AND ESPP 0.00 0.00STAFF WELFARE 0.00 65.50

Total Employee Benefit Expenses 1226.30 1803.20

(b) DEPRECIATION AND AMORTISATIONEXPENSE 127.44 171.79

(c) OTHER EXPENSESRent 150.00 240.00Rates, Fees and Taxes 606.63 14.50Telephone Charges 8.58 11.34Postage Expenses 42.36 36.33Travelling & Conveyance 57.68 57.51Directors Sitting Fees 112.00 112.00Printing & Stationery 30.47 26.31Advertisement 168.60 31.69Bank Charges 1.04 2.40Office Expenses 0.00 27.85Repairs & Maintenance 0.00 35.04Electricity Charges 25.99 30.50Vehicle Insurance & Maintenance 12.30 31.50Audit Fees 11.24 11.03Share Transfer Fees & Expenses 36.72 20.63AGM/EGM Expenses 22.39 75.45Books & Periodicals 2.85 3.74Listing Fees 56.85 28.24Professional Charges 170.28 81.90Donations 0.00 50.00

Total Other Expenses 1515.99 927.95

56


57

CASH FLOW STATEMENT ANNEXED TO THEBALANCE SHEET FOR THE YEAR ENDED 31st MARCH, 2012

2011-2012 2010-2011

Rs. Rs.A. CASH FLOW FROM

OPERATING ACTIVITIES

Net Profit Before Tax (2135933) (641359)Adjustment for Depreciation 127443 171794Provision for Non-Performing Assets 3590232 1911620Contengent Provision for Standard Assets (34576) 59188Interest / Dividend Receipts (4644503) (4232391)

(961403) (2089790)Operating Profit before Working Capit al Changes (3097336) (2731148)

Changes in W orking Capit al :Increase / Decrease in :

Loans (3910000) 3665000Advances and Deposits 4455398 (4702918)Debtors (679296) (1523676)Current Liabilities 78035 66817

Cash Generated from Operations (55863) (2494777)Payment of Rates & Tax 0 0Payment of Tax 0 (429683)

Net Cash Flow fromOperating Activities (A) (3153199) (5655608)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (17400) (38350)Increase/Decrease in Investments (5238000) 0

Net Cash used inInvesting Activities (B) (5255400) (38350)


58

2011-2012 2010-2011 Rs. Rs.

C. CASH FLOW FROMFINANCING ACTIVITIESIncrease / Decrease in Bank Loan 0 0Increase / Decrease in Unsecured Loans (229777) 4765000Interest Received 4644502 4232391

Net Cash used in Financing Activities (C) 4414725 8997391

Net Increase / Decrease inCash & Cash Equivalents(A + B + C) (3993874) 3303432Opening Cash & Bank Balance 4103604 800172Closing Cash & Bank Balance 109730 4103604

3993874 (3303432)



AUDITORS’ CERTIFICATE

We have verified the above Cash Flow Statement of Rishab FinancialServices Limited derived from audited financial statements and the booksand records maintained by the Company for the year ended 31st March,2012 and found the same in agreement therewith and also with the re-quirements of Clause 32 of the Listing agreement with Stock Exchanges.

For BHANDARI & KESW ANI Chartered Accoun-

tants

Chennai P. BHANDARI31.05.2012 Partner.

M.No.17411 Firm Regn. No. 000433S

Place : ChennaiDate :31.05.2012


59

12. SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTSFORMING PART OF FINANCIAL STATEMENTS FOR THE YEARENDING 31ST MARCH 2012.

A. SIGNIFICANT ACCOUNTING POLICIES :

1. ACCOUNTING CONVENTIONS :

Financial statements are prepared under the historical costconvention and generally accepted accounting principles.

2. INCOME & EXPENDITURE RECOGNITION :

The Company prepares its accounts on accrual basis.

3. PRUDENTIAL NORMS OF RBI :

The Company follows prudential norms prescribed by the RBI forincome recognition, provisioning for NPA’s etc.,

4. FIXED ASSETS & DEPRECIATION :

Fixed Assets are stated at cost of acquisition less accumulateddepreciation. Depreciation is provided on the Written Down ValueMethod at the rates prescribed in Schedule XIV to the CompaniesAct, 1956.

5. INVESTMENTS :

The Company has no balance in the investment account.

6. GOING CONCERN ASPECTS :

The Company is continuing in activities of following up therecoveries of its dues from its borrowers. In view of the above, theaccounts have been prepared on a going concern basis.


60

B. NOTES FORMING PART OF ACCOUNTS :

1. Audit Fees :

Statutory Audit 10,000 10,000

Service Tax 1,030 1,030

TOTAL 11,030 11,030

2. The details of remuneration to Managing Director paid duringthe year are as hereunder :

1. Salary ---- 2,00,000

2. Contribution to Provident Fund ---- ----

3. Other Allowances and Perquisites ---- ----

TOTAL ---- 2,00,000

3. As on 31st March 2012, there are no micro and small businessenterprises, to whom the Company owes dues and which areoutstanding for more than 45 days. This information as requiredunder the Micro, Small and Medium Enterprises Development Act,2006, has been determined to the extent such parties have beenidentified on the basis of information available with the Company.

For the year For the year ended ended

31.03.201231.03.2011

Rs. Rs.

For the year For the year ended ended

31.03.201231.03.2011

Rs. Rs.


61

4. Compliance with Accounting S tandards :

In addition to the appropriate Accounting Standards which havebeen already considered while preparing the financial statementsthe following significant Accounting Standards have also been dulycompiled with :

a) Related Party Disclosures (AS 18): During the year under review,there were no transactions with any related parties.

b) Earnings per Share : (AS 20) 2011-12 2010-11

a) Number of Equity SharesOutstanding during the year 50,00,000 50,00,000

b) Net Profit / Loss after tax availablefor equity shareholders (Rs.) (26,04,824) (10,86,437)

c) Basic and diluted earningsper share (0.52) (0.22)

d) Nominal Value per share (Rs.) 10.00 10.00

Note : The Company does not have any outstanding dilutive potential equity shares.

c) Consolidated Financial S tatement s : (AS 21)

As the Company has no subsidiary, the question of preparation ofconsolidated financial statement does not arise. Accordingly, thereis nothing to report with respect to AS 21 relating to ConsolidatedFinancial Statements.

d) Accounting for T axes on Income : (AS 22)

Deferred Tax Assets / Liabilities are recognized as per AccountingStandard AS 22 on Accounting for taxes on Income issued by theInstitute of Chartered Accountants of India. Provision for deferredtax is made for timing differences arising between the taxableincomes and accounting income computed at currently applicabletax rates.


5. As on March 31, 2012, the Company does not owe any sum to anySmall Scale Industrial undertakings.

6. Previous year’s figures have been regrouped and rearrangedwherever necessary, to confirm to the current year’s classification.

Signature to Notes


P. BHANDARIPartner

Chennai31.05.2012




62


63

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESSPROFILE AS PER PART IV TO SCHEDULE VI TO THE COMPANIES ACT,1956.

I. Registration Det ailsRegistration No. State Code

Balance Sheet

II. Capit al Raised during the Year (Amount in Rs. Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

III. Position of Mobilisation and Deployment of Funds(Amount in Rs. Thousands)

Total Liabilities Total Assets

Sources of Funds

Paid up Capital Reserves & Surplus

Secured Loans Unsecured Loans

Applications of Funds

Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses Deferred Tax Assets

IV. Performance of Comp any (Amount in Rs. Thousands)

Turnover Total Expenditure

+ - Profit/Loss Before Tax + - Profit/Loss After Tax

Earning per Share in Rs. Dividend Rate %

1 9 7 5 5

3 1 0 3 1 2

N I L

N I L

5 0 0 0 0

N I L

2 5 9

4 5 7 7 3

1 8 2 8 3

4 6 4 5

1 4 2 0

Date Month Year

1 8

N I L

N I L

6 4 3 2 1

9 7 8 5

N I L

N I L

3 2 2 5

2 6 0 5

N I L

----- - - - - -

6 4 3 2 1

5 2.0

4 5 3 6

6


-----

-----

64

V. Generic Names of Three Princip al Product s / Services of Comp any(as per monet ary terms)

Item Code No.(ITC Code No.)

Product / Service

Description :

Item Code No.(ITC Code No.)

Product / Service

Description

N A

L O A N S A N D A D V A N C E S

N A

N A

N A

N A


65

Schedules to the Balance Sheet for the year ended 31st March, 2012(As required in terms of Paragraph 9BB of Non-Banking Financial CompaniesPrudential Norms (Reserve Bank) Directions, 1998)

(Rs. in Lakhs) Interest Amount Amount

Liabilities side Principal Accrued outstanding overdue but not due

1. Loans and advances availedby the NBFCs inclusive ofinterest accrued thereon butnot paid :a. Debentures : Secured --- --- --- ---

Unsecured --- --- --- --- (other than falling within the meaning of public deposits)

b. Deferred Credits --- --- --- ---c. Term Loans --- --- --- ---d. Inter-corporate loans

and borrowings --- --- --- ---e. Commercial Paper --- --- --- ---f. Public Deposits --- --- --- ---g. Other Loans --- --- --- ---

Total --- --- --- ---

2. Break-up of (1) (f) above(out standing public deposit sinclusive of interest accruedthereon but not p aid)a. In the form of

Unsecured Debentures --- --- --- ---

b. In the form of partly securedDebentures i.e. Debentureswhere there is a short-fallin the value of security --- --- --- ---

c. Other Public Deposits --- --- --- ---


(Rs. in Lakhs)

Asset s Side Amount outstanding

3. Break-up of Loans and Advances includingbills receivable (other than those includedin (4) below :)a. Secured ---b. Unsecured considered good 430.00

4. Break-up of Leased Asset s and stock on hireand hypothecation loans counting towardsEL/HP activities :i) Leased assets including leased rentals under

sundry debtors :a. Financial lease ---b. Operating lease ---

ii) Stock on hire including hire charges undersundry debtors :a. Assets on hire ---b. Repossessed assets ---

iii) Hypothecation loans counting towardsEL/HP activities :a. Loans where assets have been repossessed ---b. Loans other than (a) above ---

5. Break-up of Investment s :Current Investment s :1. Quoted :

i) Shares : a. Equity --- b. Preference ---

ii) Debentures and Bonds ---iii) Units of Mutual Funds ---iv) Government securities ---v) Others (Please Specify) ---

66


67

2. Unquoted :i) Shares : a. Equity ---

b. Preference ---ii) Debentures and Bonds ---iii) Units of Mutual Funds ---iv) Government Securities ---v) Others (Please Specify) ---

Long term Investment s :1. Quoted :

i) Shares : a. Equity --- b. Preference ---

ii) Debentures and Bonds ---iii) Units of Mutual Funds ---iv) Government securities ---v) Others (Please Specify) ---

2. Unquoted :i) Shares : a. Equity ---

b. Preference ---ii) Debentures and Bonds ---iii) Units of Mutual Funds ---iv) Government Securities ---v) Others (Please Specify) ---

Total ---

6. Borrower group-wise classification of all leased asset s, stock onhire and loans and advances :

Category

1. Related Parties(a) Subsidiaries --- --- ---(b) Companies in the same group --- --- ---

2. Other than related parties --- 430.00 430.00

Total --- 430.00 430.00

Amount net of provisions

Secured Unsecured Total


68

Market Value/

Break up of fair Value or

NAV

7. Investor group-wise classification of all investment s (current and longterm) in shares and securities (both quoted and unquoted)

(Rs. in Lakhs)

Category

1. Related partiesa. Subsidiaries --- ---b. Companies in the same group --- ---c. Other related parties --- ---

2. Other than related parties --- ---

Total --- ---

8. Other Information

Particulars Amount

i) Gross Non-performing assetsa. Related Parties ---b. Other than related parties ---

---ii) Net Non-performing assets

a. Related Parties ---b. Other than related parties ---

---

iii) Assets acquired in satisfaction of debt ---

Book Value

(Net of Provisions)

As per our report attached of even date


P. BHANDARIPartner

Chennai31.05.2012





RISHAB FINANCIAL SERVICES LIMITED(Formerly known as Madan Financial Services Limited)

Regd. Office : “Hanwant Complex” Old No. 58,1st Floor, Govindappa Naicken Street, Chennai-600 001.

ATTENDANCE SLIP

Regd. Folio No. ................................ No. of Sharesheld.................................

DP ID....................................

I hereby record my presence at the 21st Annual General Meeting of theCompany to be held on Thursday, the 27th day of September, 2012 at 9.30a.m. at No. 2, “Sun Plaza”, 1st Floor, 39, G.N. Chetty Road, Chennai-600 006.

Member’s / Proxy’s Name Member’s / Proxy’s SignatureNote : Please sign this attendance Slip and hand over at the entrance of the meeting hall.

RISHAB FINANCIAL SERVICES LIMITED(Formerly known as Madan Financial Services Limited)

Regd. Office : “Hanwant Complex” Old No. 58,1st Floor, Govindappa Naicken Street, Chennai-600 001.

PROXY FORM

Regd. Folio No. ................................ No. of Shares held....................................

DP ID...................................

I /We..........................................................................................................................

..................................................................................................................................(write full address)

being a Member/Members of Rishab Financial Services Lt d the above appoint................................................................................................................................................................................................of...............................................................

or failing him......................................................of..................................................as my/our proxy and to vote for me/us on my/our behalf at the 21st AnnualGeneral Meeting of the Company to be held on Thursday, the 27th day of Sep-tember, 2012 at 9.30 a.m. at No. 2, “Sun Plaza”, 1st Floor, 39, G.N. ChettyRoad, Chennai-600 006 and at any adjournment thereof.

Signed this.......................day of ..............2012

Affix

1 Re

Revenue

Stamp

Signature..... .........

ishab Financial Services Ltd. d.,)...If Undelivered please return to : RISHAB FINANCIAL SERVICES...

Documents

Transcript of ishab Financial Services Ltd. d.,)...If Undelivered please return to : RISHAB FINANCIAL SERVICES...