shraddha investment limited - reliancejute.com · e~mail : [email protected] notice to the...

SHRADDHA INVESTMENT LIMITEDCIN: L65993WB1978PLC031373

Regd. Office: Ideal Plaza, South Block, 4th Floor

11/1, Sarat Bose Road, Kolkata-700 020

Telephone No. (033) 2280 7017/18

E~mail : [email protected]

NOTICE TO THE MEMBERS

Notice is hereby given that the 38th Annual General Meeting of the shareholders ofShraddha Investment Limited will be held on Wednesday, the 30th September, 2015, at2.00 P. M. at the Registered Office of the Company at Ideal Plaza, South Block, 4th Floor,11/1, Sarat Bose Road, Kolkata-700 020, to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for theyear ended 31st March, 2015 including the audited Balance Sheet as at 31st March,2015, Statement of Profit & Loss for the year ended on that date, and the Reports ofthe Directors’ and the Auditors’ thereon.

2. To appoint a Director in place of Shri Shiv Kumar Seksaria, who retires by rotationand being eligible, offers himself for re-appointment.

3. To appoint / ratify the appointment of M/s. S. M. Daga & Co., Chartered Accountants(ICAI Registration No. 303119E), as statutory auditors of the Company.

AS SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the followingresolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and all other applicableprovisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation)Rules, 2014 including any statutory modification(s) or re-enactment thereof, for thetime being in force, Articles of Association, copy of which is placed before the meetingbe and is hereby approved and adopted in substitution and to the entire exclusion ofthe existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and arehereby authorised to do all such acts, deeds and things as may be necessary, proper orexpedient to give effect to this resolution.

5. To consider and if thought fit, to pass with or without modification(s), the followingresolution as Ordinary Resolution:

RESOLVED that in accordance with the provisions of Section 161(4) and the Rulesnotified there under and all other applicable provisions, if any, of the Companies Act,2013 for the time being in force including any statutory modification(s) or re-enactmentthereof, Smt. Usha Kanoria, who was appointed as an Additional Director by the Boardw.e.f. 6th February, 2015, and who holds the office upto the date of this Annual GeneralMeeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom theCompany has received a notice, in writing, from a member under Section 160 of theCompanies Act, 2013 signifying his intention to propose Smt. Usha Kanoria as acandidate for the office of Director of the Company, be and is hereby appointed asDirector of the Company under the provisions of the Articles of Association of theCompany.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts, deeds and things as may be necessary to give effect to this resolution.

6. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED that in accordance with the provisions of Section 161(4) and the Rulesnotified there under and all other applicable provisions, if any, of the Companies Act,2013 for the time being in force including any statutory modification(s) or re-enactmentthereof, Shri Bharat Goenka, who was appointed as an Additional Director by theBoard w.e.f.30th March, 2015, and who holds the office upto the date of this AnnualGeneral Meeting in terms of Section 161 of the Companies Act, 2013 and in respect ofwhom the Company has received a notice, in writing, from a member under Section160 of the Companies Act, 2013 signifying his intention to propose Shri Bharat Goenkaas a candidate for the office of Director of the Company, be and is hereby appointed asDirector of the Company under the provisions of the Articles of Association of theCompany.



RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Piyush Bhartia (holding DIN: 00154138), who was appointed as anAdditional Director by the Board with effect from 30th March, 2015, who is eligible forappointment as an Independent Director pursuant to the Companies Act, 2013 and theListing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of five consecutiveyears.



RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Brijendra Kumar Kedia (holding DIN: 00957020), who was appointedas an Additional Director by the Board with effect from 29th May, 2015, who is eligiblefor appointment as an Independent Director pursuant to the Companies Act, 2013 andthe Listing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of five consecutiveyears.


Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,Sd/-

S. K. SEKSARIADirector

(DIN:00309725)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies Forms, in order to be effective, must be properly signed and received by theCompany not less than 48 hours before the meeting.

3. The equity shares of the Company are activated for dematerialization with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) under ISIN No. INE 393J01012.

4. The relative Explanatory Statement pursuant to Section 102 of the Companies Act,2013 in respect to the Special Business to be transacted at the Meeting is annexedhereto.

5. The Register of Members of the Company shall remain closed from 25th September,2015 to 30th September, 2015 (both days inclusive).

6. This notice is being sent to all the members whose name appears as on 5th September,2015 in the register of members or beneficial owners as received from M/s. S. K.Infosolutions Pvt. Ltd., the Registrar and Transfer Agent of the Company.

7. A person whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories as on Friday, 25th September, 2015(“the Cut off Date”) only shall be entitled to vote through Remote E-voting and at theAGM. The voting rights of Members shall be in proportion to their share of the paid-upequity share capital of the Company as on the Cut off Date.

8. Members are requested to notify promptly any change in their address to theCompany’s Registrars and Share Transfer Agent, M/s. S. K. Infosolutions Pvt. Ltd. Themembers are also requested to send all correspondence relating to Shares, includingtransfers and transmissions to the above Registrars and Share Transfer Agent.

9. The facility for making nominations is available for members in respect of the sharesheld by them. Nomination Form can be obtained from the Company’s Registered Office.

10. Electronic copy of the Annual Report for the year 2014-15, Notice of the AnnualGeneral Meeting along with Attendance Slip and Proxy Form are being sent to all themembers whose E-mail IDs are registered with the Company/DepositoryParticipants(s) for communication purposes unless any member has requested for ahard copy of the same. For members who have not registered their E-mail address,physical copies of the Annual Report for the year 2014-15 is being sent in the permittedmode.

11. Members desirous of obtaining information in respect of accounts and operations of theCompany are requested to send queries in writing to the Company at the registeredoffice, so as to reach at least seven days before the date of the meeting so that properinformation can be made available at the meeting.

12. The shares of the Company have been listed at the Calcutta Stock Exchange Limitedand Company has already paid Listing Fees to the said Stock Exchanges for the year2015-16.

13. Register of Directors and Key Managerial Personnel and their shareholdingmaintained under Section 170 of Companies Act, 2013 and Register of Contracts orarrangements in which Directors are interested maintained under Section 189 of theCompanies Act, 2013 will be available for inspection by the members at the AnnualGeneral Meeting.

14. All the documents referred to in the Notice and Explanatory Statement will beavailable for inspection by the Members at the Registered Office of the Companybetween 11.00 a.m. and 1.00 p.m. on all working days from the date hereof upto thedate of the Meeting.

15. The voting for the agenda items as mentioned in the Notice shall be done in thefollowing manner:

(i) Members may cast their votes through electronic means by using an electronicvoting system from a place other than the venue of AGM (“Remote E-voting”) in themanner provided below during the e-voting period mentioned below in Para(16)(C).

(ii) At the venue of AGM, voting shall be done through ballot papers (“Ballot Paper”)and the members attending AGM who have not casted their vote by RemoteE-voting shall be entitled to cast their vote through Ballot Paper.

(iii) A Member may participate in the AGM even after exercising his right to votethrough Remote E-voting but shall not be allowed to vote again at the venue of theAGM. If a Member casts votes through Remote E-voting and also at the AGM, thenvoting done through Remote E-voting shall prevail and voting done at the AGMshall be treated as invalid.

16. Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of theCompanies (Management and Administration) Rules, 2014 and the revised Clause 35Bof the Listing Agreement, the Company is pleased to provide facility of Remote E-voting to all its Members, to enable them to cast their votes on all Resolutions set forthin this Notice electronically and the business mentioned in the Notice may betransacted through e-voting. Remote E-voting is optional and not mandatory. TheCompany has engaged the services of National Securities Depository Limited (NSDL)for the purpose of providing Remote E-voting facility to all its Members. The processand manner of Remote E-voting are as under:

A. Instruction for E-voting by Members whose E-mail IDs are registered with theCompany/Depository Participant(s):

(i) Members whose E-mail addresses are registered with theCompany/Depository Participant(s) will receive an E-mail from NSDLinforming the “USER-ID” and “PASSWORD”.

(ii) Open e-mail and open PDF file viz. ‘SIL e-voting.pdf’’ with your Client IDNo. or Folio No. as password. The said PDF file contains your user ID andpassword/PIN for remote e-voting. Please note that the password is aninitial password.

(iii) Launch internet browser by typing the URL: https://www.evoting.nsdl.com.

(iv) Click on Shareholder – Login.

(v) Enter user ID and password as initial password/PIN noted in step (i) above.Click Login.

(vi) Password change menu appears. Change the password with a newpassword of your choice with minimum 8 digits / characters or combinationthereof. Note new password. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep yourpassword confidential.

(vii) Home page of remote e-voting opens. Click on e-voting Active VotingCycles.

(viii) Select “EVEN” (E-Voting Event Number) of B P Investments Limited.

(ix) Now you are ready for e-voting as Cast Vote page opens.

(x) Cast your vote by selecting appropriate option and click on “Submit” andalso “Confirm” when prompted.

(xi) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xii) Once you have voted on the Resolution, you will not be allowed to modifyyour vote.

(xiii) Institutional Members (i.e. other than individuals, HUF, NRI etc.) arerequired to send scanned copy (in PDF / JPG Format) of the relevant BoardResolution / Authority letter etc. together with attested specimen signatureof the duly authorised signatory(ies) who are authorised to vote, to theScrutinizer through E-mail to [email protected] with a copy marked [email protected].

B. Instruction for E-voting by Members whose E-mail IDs are not registered withCompany/Depository Participant(s) or requesting physical copy:

(i) For Members whose E-mail IDs are not registered with theCompany/Depository Participant(s), will be receiving notice of AGM bypost.

(ii) Initial password is provided on the attendance slip for the AGM.

(iii) Please follow all steps from Sl. No. (iii) to (xiii) of (A) above, to cast vote.

Notes:(a) Login to the e-voting website will be disabled upon five unsuccessful

attempts to key in the correct password. In such an event, you will needto go through the “Forgot Password” option available on the site toreset the password.

(b) If you are already registered with NSDL for e-voting then you can useyour existing User ID and password for casting your vote.

(c) You can also update your mobile number and E-mail ID in the userprofile details of the folio, which may be used for sending futurecommunication(s).

(d) Once the vote on a Resolution is cast by a Member, he/she shall not beallowed to change it subsequently or cast the vote again.

C. E-voting Period:

The Remote E-voting period commences on Sunday, 27th September, 2015 (9.00a.m.) and ends on Tuesday, 29th September, 2015 (5.00 p.m.). During the aforesaidperiod, Members of the Company may opt to cast their votes through RemoteE-voting. After 29th September, 2015 (5.00 p.m.) the Remote E-voting facility willbe blocked.

D. User ID and Password for the members who became Members after dispatch ofAGM notice:

Persons who have acquired shares and became members of the Company afterdispatch of the notice of AGM but before the cut off date of 25th September, 2015,may obtain their user ID and password for e-voting from the Company’s Registrarand Share Transfer Agent or NSDL.

E. Queries in relation to E-voting:

In case of any queries, you may refer to the “Frequently Asked Questions (FAQs)formembers and e-voting user manual for members” available at the ‘downloads’section of www.evoting.nsdl.com. For any further grievance related to the RemoteE-voting members may contact NSDL at the following contact information:

Phone No. +91 22 24994600/24994738, Toll free no. 1800222990E-mail ID: [email protected]

17. Members who have not exercised the option of Remote E-voting shall be entitled toparticipate and vote at the venue of the AGM on the date of the AGM. Voting at thevenue of AGM shall be done through Ballot Papers and Members attending the AGMshall be able to exercise their voting rights at the meeting through Ballot Papers. Afterthe agenda item has been discussed, the Chairman will instruct the Scrutinizer toinitiate the process of voting on all the Resolutions through Ballot Papers. The BallotPaper/s will be issued to the Shareholders/Proxy holders/Authorised Representativespresent at the AGM. The shareholders may exercise their right of vote by tick marking(√) against “FOR” or “AGAINST” as his/her choice may be, on the agenda item in theBallot Paper and drop the same in the Ballot Box(es) kept at the meeting hall for thispurpose.

18. Ms.Prity Agarwal, Practicing Company Secretary, (Membership No.33094) havingconsented to act as Scrutinizer has been appointed as Scrutinizer (“Scrutinizer”) forscrutinizing the voting process (Ballot Paper as well as Remote E-voting) in a fair andtransparent manner.

The Scrutinizer shall immediately after the conclusion of voting at the AGM, firstcount the votes cast at the AGM by Ballot Papers and thereafter unblock the votescasted through e-voting in the presence of at least two witnesses not in theemployment of the Company. The Scrutinizer shall, within a period not exceedingthree days from the conclusion of the AGM, prepare and present a consolidated reportof the total votes cast in favour or against, if any, to the Chairman of the Company or aperson authorised by him in writing who shall countersign the same.

19. The Result of voting (Remote E-voting and the voting at the AGM) on the Resolutionsshall be declared within 3 days from the date of AGM by the Director or any personauthorised by him for this purpose. The results declared along with the report of theScrutinizer shall be placed on the website of the Company i.e. www.reliancejute.com inthe investors relation section and on the website of NSDL i.e. www.evoting.nsdl.comimmediately after the result is declared and simultaneously communicated to theCalcutta Stock Exchange Ltd.

20. Members holding shares in physical form and desirous of making a nomination inrespect of their shareholding in the Company, as permitted under Section 72 of theCompanies Act, 2013 or any statutory re-enactment thereof, are requested to submitthe request in prescribed form SH-3 to the RTA.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4The present Articles of Association of the Company are in accordance with the provisions ofCompanies Act, 1956. With the enactment of the Companies Act, 2013, most of theregulations contained in the Articles of Association of the Company have either becomeredundant or are not in tune with the provisions of the said Act. Under the Companies Act,2013, draft Articles (in case of a Company limited by shares) is provided in Schedule Fthereto.

In view of the aforesaid, it is proposed to replace the existing set of Articles of Associationwith a new set of Articles of Association containing regulations in accordance with theprovisions of the new Act and the rules made there under.

The draft Articles are available for your inspection at the Registered Office of theCompany, at any time during the working hours on any working day till the date of AnnualGeneral Meeting.

Pursuant to the provisions of Section 14 of the Companies Act, 2013 read with theCompanies (Incorporation) Rules, 2014, any alteration to the Articles of Association of theCompany requires prior approval of shareholders by way of Special Resolution.

Hence, the Board recommends the resolution for your approval. None of the Directors, KeyManagerial Personnel and their relatives are interested or concerned in the said resolutionto the extent of their shareholding in the Company.

Item No. 5The Board at its meeting held on 6th February, 2015 appointed Smt. Usha Kanoria as anAdditional Director till this Annual General Meeting. The Company has received notice inwriting under the provision of Section 160 of the Companies Act, 2013, from a memberalong with a deposit of Rs.1,00,000/-proposing the candidature of Smt. Usha Kanoria forthe office of Director.

Smt. Usha Kanoria is not disqualified from being appointed as Director in terms of Section164 of the Companies Act, 2013 and other provisions of the Act as applicable and has givenher consent to act as a Director of the Company.

The Board considers that the appointment of Smt. Usha Kanoria as a member of the Boardwould be beneficial for the Company. It is proposed to appoint Smt. Usha Kanoria as aDirector.

No Director, Key Managerial Personnel or their relatives, except Smt. Usha Kanoria, towhom the resolutions relates, is interested or concerned in the resolution.

The Board recommends the resolution set forth in Item No. 5 for approval of the members.

Item No. 6The Board at its meeting held on 30th March, 2015 appointed Shri Bharat Goenka as anAdditional Director of the Company till this Annual General Meeting. The Company hasreceived notice in writing under the provision of Section 160 of the Companies Act, 2013,from a member along with a deposit of Rs.1,00,000/- proposing the candidature of ShriBharat Goenka for the office of Director.

Shri Bharat Goenka is not disqualified from being appointed as Director in terms ofSection 164 of the Companies Act, 2013 and other provisions of the Act as applicable andhas given his consent to act as a Director of the Company.

The Board considers that the appointment of Shri Bharat Goenka as a member of theBoard would be beneficial for the Company. It is proposed to appoint Shri Bharat Goenkaas a Director.

No Director, Key Managerial Personnel or their relatives, except Shri Bharat Goenka, towhom the resolutions relates, is interested or concerned in the resolution.. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

The Board recommends the resolution set forth in Item No. 6 for approval of the members.

Item No. 7The Board of Directors at its meeting held on 30th March, 2015, appointed Shri PiyushBhartia (holding DIN: 00154138) as an Additional Director of the Company with effectfrom 30th March, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Piyush Bhartia for the office of Director of the Company. Shri Bhartia is eligible forappointment as Director in the Company pursuant to the provisions of the Companies Act,2013. Shri Bhartia is not disqualified from being appointed as Director in terms of Section164 of the Companies Act, 2013 and other provisions of the Act as applicable and has givenhis consent to act as a Director of the Company.

The Company has also received declaration from Shri Bhartia that meets with the criteriaof independence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Bhartia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Bhartia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Piyush Bhartia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Bhartia as an Independent Director,setting out the terms and conditions of his appointment, is available for inspection withoutany fee by the member at the Registered Office of the Company during 10.00 A.M. to 5.00P.M. on any working day.

Except Shri Piyush Bhartia, being an appointee, and his relatives, none of the Directorsand Key Managerial Personnel of the Company and their relatives is concerned orinterested, financially or otherwise, in the resolution set out at Item No. 7. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Item No. 8The Board of Directors at its meeting held on 29th May, 2015, appointed Shri BrijendraKumar Kedia (holding DIN: 00957020) as an Additional Director of the Company witheffect from 29th May, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Brijendra Kumar Kedia for the office of Director of the Company. Shri Kedia iseligible for appointment as Director in the Company pursuant to the provisions of theCompanies Act, 2013. Shri Kedia is not disqualified from being appointed as Director interms of Section 164 of the Companies Act, 2013 and other provisions of the Act asapplicable and has given his consent to act as a Director of the Company.

The Company has also received declaration from Shri Kedia that meets with the criteria ofindependence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Kedia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Kedia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Brijendra Kumar Kedia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Kedia as an Independent Director, settingout the terms and conditions of his appointment, is available for inspection without any feeby the member at the Registered Office of the Company during 10.00 A.M. to 5.00 P.M. onany working day.

Except Shri Brijendra Kumar Kedia, being an appointee, and his relatives, none of theDirectors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financially or otherwise, in the resolution set out at Item No. 8. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure – A.

Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,Sd/-

S. K. SEKSARIADirector

(DIN:00309725)

Annexure-‘A’

Brief resume of the Directors seeking appointment or re-appointment at this AnnualGeneral Meeting (Pursuant to Clause 49(IV)(G)(i) of the Listing Agreement)

Name Brief Resume Directorship/Membership ofCommittee of the Board held inother Public Limited Companiesin India

No. ofsharesheld inCompany

Smt. Usha Kanoria Smt. Usha Kanoriais Graduate. SheHas vast experienceof business andentrepreneurship.

Director:P. K. Business Enterprise Ltd.

–

Shri Piyush Bhartia Shri Piyush Bhartiais Graduate inCommerce. He ishaving more than 35years experience indiverse areas inaddition to realestate business.

Director:Ajay Investment Enterprise Ltd.Akshat Gases Ltd.B. P. Investments Ltd.Reliance Jute Mills(International) Ltd.

–

Shri BrijendraKumar Kedia

Shri BrijendraKumar Kedia isGraduate in Arts.He has vastexperience indiverse areas inservice sector.

Director:Ajay Investment Enterprise Ltd.Akshat Gases Ltd.B. P. Investments Ltd.

–

SHRADDHA INVESTMENTS LIMITED

DIRECTORS' REPORT DEAR MEMBERS, Your Directors have pleasure in presenting the audited Balance Sheet of the Company as at 31st March, 2015 and the Statement of Profit and Loss for the year ended on that date for your perusal, consideration and adoption. FINANCIAL RESULTS: The Company's result for the year ended 31st March, 2015 shows a profit of Rs.61,56,349/ from which has been deducted provisions for current tax amounting to Rs.11,73,100/- and to this has been added the MAT Credit Entitlement amounting to Rs.2,50,195/- thereby leaving net profit of Rs.52,33,444/-which has been added to the credit balance brought forward from previous year amounting to Rs. 6,15,06,708/-, thereby making a total surplus of Rs.6,67,40,152/- from this an amount of Rs.10,46,689/- has been transferred to Reserve Fund thereby leaving net surplus of Rs.6,56,93,463/- which has been carried to Balance Sheet. DIRECTORS: Shri S. K. Seksaria retires by rotation from the office of Directors at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Smt. Usha Kanoria was appointed as an Additional Director of the Company with effect from 6th February, 2015. Her period of office as an Additional Director will expire at the ensuing Annual General Meeting. On her re-appointment at the Annual General Meeting, her office of directorship shall be changed to Director. Smt. Nandita Jain and Smt. Sonal Hada resigned from the office of directorships of the Company with effect from 30th March, 2015 Independent Directors Shri Piyush Bhartia was appointed as an Additional Independent Director by the Board of Directors at its meeting held on 30th March, 2015 and Shri Brijendra Kumar Kedia was appointed as an Additional Independent Director by the Board of Directors at its meeting held on 29th May, 2015 to hold office for a period of five consecutive years for a term upto 29th March, 2020 and 28th May, 2020 respectively. Their period of office as Additional Director will expire at the ensuing Annual General Meeting and their re-appointment as Director at the Annual General Meeting, their period of office will not be liable to determination by retirement of Directors by rotation. Statement of Declarations Given by Independent Directors All Independent Directors of the Company have given declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. The Board at its meeting held on 30th March, 2015 appointed Shri Bharat Goenka as an Additional Director of the Company whose period of office will expire at the ensuing Annual General Meeting. On his re-appointment at the Annual General Meeting, his period of office will be liable to determination by retirement of Directors by rotation.

Managing Director The Board has appointed Smt. Usha Kanoria (DIN: 00305380) as the Managing Director of the Company with effect from 1st April, 2015. NUMBER OF MEETINGS OF THE BOARD The Board of Directors met 6 (Six) times during the year under review. More details are available in the Corporate Governance Report. CORPORATE GOVERNANCE: In compliance with the requirement of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretary confirming the compliance is attached as Annexure – I which forms part of this report. AUDIT COMMITTEE: The Board has constituted the Audit Committee with three members, out of which two are Non-executive Independent Directors and one Director. More details on the Audit Committee are given in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE A Nomination and Remuneration Committee was re-constituted on 29th May, 2015 consisting of Shri Govind Ram Banka, Shri Brijendra Kumar Kedia and Shri Piyush Bhartia as members. More details on this Committee are given in the Corporate Governance Report.

SHARE TRANSFER AND STAKEHOLDERS GRIEVANCE & RELATIONSHIP COMMITTEE The provisions of the Companies Act, 2013 and the Listing Agreement relating to constitution of Stakeholders Grievance & Relationship Committee are not applicable to the Company. However, the Company has appointed M/s. S. K. Infosolutions Pvt. Ltd., as the Registrar and Share Transfer Agents for carrying out the share transfer functions and to solve the shareholders grievances, if any. The shares of the Company are listed on the Calcutta Stock Exchange Ltd. The Company’s shares are compulsorily traded in the dematerialised form. The ISIN number allotted is INE 393J01012. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 9.74% of share capital is held in physical mode. STATUTORY AUDITORS: M/s S. M. Daga & Co., Chartered Accountants (ICAI Registration No. 303119E), Statutory Auditors of the Company was appointed for a consecutive term of three years to hold office upto 2017 subject to ratification by the members in every annual general meeting. The Board recommends ratifying the tenure of M/s S. M. Daga & Co., Chartered Accountants (ICAI Registration No. 303119E), Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

SECRETARIAL AUDITORS A Secretarial Audit was conducted by the Secretarial Auditor, Ms. Prity Agarwal (ACS No.33094), Practicing Company Secretary (having C.P. No.14676), in accordance with the provisions of Sec. 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure – II and forms part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in the Report. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return of the Company as provided under sub-section 3 of Section 92 of the Companies Act, 2013 as on 31st March, 2015 is given in Annexure – III forming part of this report. AUDITORS' REPORT Points raised in the Auditors’ Report are mentioned in the Notes which are self-explanatory. FIXED DEPOSITS The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. DISCLOSURE Following disclosures are made under The Companies (Accounts) Rules, 2014: (i) The financial summary or highlights are discussed at the beginning of this report; (ii) There is no change in the nature of business; (iii) There is no company which has become or ceased to be the Company’s subsidiary, joint

venture or associate Company during the year. (iv) No significant and material order was passed by the regulators or courts or tribunals

impacting the going concern status and the Company’s operations in future. LOANS, GUARANTEES AND INVESTMENTS Particulars of loans and investments made by the Company have been discussed in the Note No. 2.6, 2.8 and 2.11 to the Financial Statement. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There was no related party transaction during the year under review. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 The provisions relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Sec. 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The prescribed particulars of Employees required under Sec. 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company. PARTICULARS OF EMPLOYEES Disclosure in terms of provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Sec. 134(3)(c) read with Sec. 134(5) of the Companies Act, 2013 and Clause 49(III)(4)(a) of the listing agreement with Stock Exchange in the preparation of annual accounts for the year ended on 31st March, 2015 and state that:

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

(b) the Directors have selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis. (e) the Directors have laid down internal financial controls to be followed by the Company

and that such internal financial controls are adequate and are operating effectively; and

(f) there is a proper system to ensure compliance with the provisions of all applicable laws

and that such systems are adequate and operating effectively. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a vigil mechanism / whistle blower policy. The policy allows intimation of concern or misconduct made in good faith by affected persons through a written communication. Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the Chairperson of the Audit Committee is also allowed in exceptional cases. APPRECIATION Your Directors record their sincere appreciation of the dedication and commitment of all employees at all levels in achieving and sustaining excellence in all areas of the business. Your Directors thank shareholders, customers, suppliers, bankers and other stakeholders for their continuous support to the Company. Sd/- Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata, the 29th day of May, 2015

S. K. SEKSARIA (DIN:00309725)

Directors Sd/-

BHARAT GOENKA (DIN:00164870)

Annexure-I

REPORT ON CORPORATE GOVERNANCE [Pursuant to Clause 49 of the Listing Agreement with the Calcutta Stock Exchange Ltd]

1. Company’ Philosophy on Code of Governance

Shraddha Investments Ltd. firmly believes in the implementation of best practices of corporate governance so that the company could achieve its corporate goals and further enhance stakeholders’ value. It has been its endevour to attach a great deal of importance on ensuring fairness, transparency, accountability and responsibility towards all stakeholders, besides consistently implementing the best possible practices by providing optimum level of information and benefits to all the stakeholders.

2. Board of Directors:

a. Composition and Category of Directors The Board of Directors (the Board) consists of 6 (Six) Directors of which there are three Non-Executive Independent Directors, two Non-Executive Director and one and the same person is Woman Director and Managing Director.

b. Details of Directors

Smt. Usha Kanoria was appointed as Managing Director of the Company w.e.f. 1st April, 2015 for a period of 5 (five) years in compliance with requirement of Section 203 of the Companies Act, 2013. She is vested with powers of overall management of the affairs of the Company subject to the superintendence and guidance of the Board of Directors.

The Companies Act, 2013 and Clause 49 of the Listing Agreement require that at least one Woman Director should be a member of the Board of Directors. Hence, the presence of Smt. Usha Kanoria on the Board of the Directors of the Company is in conformity with the new requirement of the Companies Act, 2013 as well as the Listing Agreement. Shri Govind Ram Banka and Shri Piyush Bhartia were appointed as Additional Directors (Independent) of the Company with effect from 30th March, 2015 for a period of 5 (five years) and Shri Brijendra Kumar Kedia was appointed as an Additional Director (Independent) of the Company with effect from 29th May, 2015 in compliance with the provisions of Sec. 149 of the Companies Act, 2013 subject to approval by the members of the Company at the ensuing Annual General Meeting. All Directors have certified that the disqualifications mentioned under Sec. 164, 167 and 169 of the Companies Act, 2013 do not apply to them. Independent Directors have confirmed that they have complied with the Code for Independent Directors mentioned in Schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an independent director in compliance with the provisions of Section 149 of the Companies Act, 2013.

c. Declaration on compliance with Code of Conduct: The Code of Conduct laid down by the Company and adopted by the Board of Directors is applicable to the members and all senior employees of the Company. This Code of Conduct emphasizes the Company’s commitment to compliance with the highest standards of legal and ethical behaviour. All Directors and Senior Management have adhered to the Code of Conduct of the Company during the year and have signed declarations of compliance to the Code of Conduct. The declaration signed by Smt. Usha Kanoria, Managing Director affirming the compliance of the Code of Conduct by the Board Members and Senior Management is given separately in the Annual Report.

d. Shareholding of Directors and Key Managerial Personnel As on 31st March, 2015 following shares of the Company were held by Directors and Key Managerial Personnel of the Company: Name Designation No. of shares held

as on 31.03.2015 Smt. Usha Kanoria Managing Director Nil Shri Shiv Kumar Seksaria Non-executive Director Nil Shri Bharat Goenka Non-executive Director 3750 Shri Govind Ram Banka Independent Director Nil Shri Piyush Bhartia Independent Director Nil Shri Brijendra Kumar Kedia Independent Director Nil

e. Board Meetings, Annual General Meeting and Attendance

During the financial year ended 31st March, 2015 , 6 (Six) Board Meetings were held on 30th April, 2014, 30th May, 2014, 12th August, 2014, 7th November, 2014, 6th February, 2015 and 30th March, 2015.

The Attendance of the Directors at the Board meetings and the Annual General Meeting and remuneration paid to them for attending the Board meetings is given below: Name of Directors No. of Meetings Fees

Paid Rs.

Attendance at last AGM held on 27.09.2014

Held Attended

Smt. Usha Kanoria* 6 Nil Nil N.A. Smt. Nandita Jain** 6 5 Nil No Smt. Sonal Hada** 6 6 Nil Yes Shri Shiv Kumar Seksaria 6 6 Nil Yes Shri Govind Ram Banka 6 Nil Nil N.A. Shri Piyush Bhartia*** 6 Nil Nil N.A. Shri Bharat Goenka*** 6 Nil Nil N.A. Shri Brijendra Kumar Kedia****

6 Nil Nil N.A.

Shri Shiv Kumar Agarwal*****

6 6 Nil Yes

*Appointed w.e.f.06.02.2015 **Resigned w.e.f. 30.03.2015. ***Appointed w.e.f.30.03.2015. ****Appointed w.e.f.29.05.2015. *****Resigned w.e.f.29.05.2015.

f. Board Committee The Board of Directors has constituted the Audit Committee and also Nomination and Remuneration Committee on 29th May, 2015 in compliance with the requirements of the Companies Act, 2013 and Corporate Governance requirements under Clause 49 of the Listing Agreement with the Stock Exchange. The composition, terms of reference, attendance and other details of these Committees are mentioned later in this Report.

g. Directorships and Committee membership in other companies None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49(II)(D) of the revised Listing Agreement with the Stock Exchange across all companies in India of which he is a Director). Independent Directors don’t serve in more than 7 listed companies. None of the Independent Directors are Whole-time Directors in any listed Company so the limitations mentioned in Clause 49(II)(B)(2) of the revised Listing Agreement with Stock Exchange is not applicable. Directorships and membership of Committees in other Companies held by Directors as on 31st March, 2015 are given below: Name of Director s No. of other

Directorships No. of other Committees****** Chairmanships/Memberships

Chairman Member

Smt. Usha Kanoria* 1 – – Smt. Nandita Jain** 2 – – Smt. Sonal Hada** 5 – – Shri Shiv Kumar Seksaria 5 – – Shri Govind Ram Banka 4 – 3 Shri Piyush Bhartia*** 4 – 3 Shri Bharat Goenka*** 3 – – Shri Brijendra Kumar Kedia****

1 – –

Shri Shiv Kumar Agarwal*****

1 – –

*Appointed w.e.f.06.02.2015 **Resigned w.e.f. 30.03.2015. ***Appointed w.e.f.30.03.2015. ****Appointed w.e.f.29.05.2015. *****Resigned w.e.f.29.05.2015. ******Only Audit Committee and Stakeholders Relationship Committee are considered as per Clause 49(II)(D) of revised Listing Agreement with Stock Exchange.

3. Audit Committee a) Constitution and Composition:

The Audit Committee have been constituted on 29th May, 2015 which consists of three members viz. Shri Bhart Goenka, Director, Shri Govind Ram Banka, and Shri Piyush Bhartia, Independent Directors. Shri Bharat Goenka has accounting and related financial management expertise. The Statutory Auditors and Internal Auditors are invited to the meetings to discuss with the Directors the scope of audit, their comments and recommendation on the accounts, records, risks, internal procedures and internal controls of the Company and to discuss the Internal Audit Reports. Minutes of the Audit Committee meetings are circulated to all Directors and discussed at the Board meetings.

b) Terms of Reference The role and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and as specified under Clause 49 of the listing agreement. The role of the audit committee includes the following:

• Overall assessment of the Company’s financial reporting process and

examination of the financial statement and the auditors’ report thereon; • Recommending the terms of appointment of the statutory and cost auditors of

the Company along with proposed remuneration; • Discussion with statutory auditors before the audit commences, about the

nature and scope of audit as well as post-audit discussion to ascertain auditor’s independence and performance and effectiveness of audit process;

• Scrutiny of inter-corporate loans and investments; • Reviewing the adequacy of internal audit function, reporting structure

coverage and frequency of internal audit; • Examining the findings of the Internal Auditors and to discuss these

periodically with the Company’s officials relating to internal control procedures;

• Reviewing the compliances with listing agreement and other legal requirements relating to financial statements;

• Reviewing the Company’s Financial and Risk Management Policies; • Disclosure of transactions of the company with related parties; • Reviewing the accounting policies and adoption of applicable accounting

standards; • Reviewing compliances as regards the Company's Vigil Mechanism/Whistle

Blower Policy. c) Internal Audit

The Internal Auditors appointed by the Company conducts the internal audit and submit its report to the Audit Committee on yearly basis.

d) Meetings and attendance The Audit Committee has been constituted with the above-mentioned composition by the Board at their meeting held on 29th May, 2015 with terms of reference as required under Section 177 of the Companies Act, 2013. The meeting of the Audit Committee will be held in financial year 2015-16.

4. Nomination and Remuneration Committee The Company has constituted Nomination and Remuneration Committee consisting of three Independent Directors viz. Shri Govind Ram Banka, Shri Brijendra Kumar Kedia and Shri Piyush Bhartia at the meeting of the Board of Directors held on 29th May, 2015.

5. Remuneration to Directors

a) The Directors don’t receive sitting fees for attending the meetings of the Board or any Committee thereof.

b) Details of remuneration to Executive Directors

Managing Director was appointed on 30th March, 2015. Hence, remuneration paid to him will be shown in the financial year 2015-16.

The appointment of the Executive Director is governed by the Articles of Association of the Company and the resolutions passed by the Board of Directors and the members of the Company. As per terms of appointment, the Company and the Executive Directors have the right to terminate the appointment by giving one months’ prior notice in writing to the other. There is no provision for payment of severance fees under the resolutions governing the appointment of Executive Directors. The Company has not issued any stock options to its Directors. None of the Non-Executive Directors except Shri Bharat Goenka, Smt. Nandita Jain and Smt. Sonal Hada hold any share in the Company. The Company has not entered into any material pecuniary relationship or transactions with the Non-Executive Directors.

6. General Body Meetings

a) Location and date/time where last three Annual General Meetings (AGM) were held and No. of Special Resolutions passed:

AGM No.

Relating to Financial

Year

Date Time Venue No. of Special

Resolutions passed

35th 31.03.2012 15.09.2012

1.00 P..M.. Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020

Nil

36th 31.03.2013 22.08.2013

1.00 P.M.. Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020

Nil

37th 31.03.2014 27.09.2014

1.30 P..M.. Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020

3

At the Annual General Meeting held on 27th September, 2014, three Special Resolutions were passed for (i) authorisation for borrowings under Section 180(1)(c) of the Companies Act, 2013 (ii) authorisation for giving loans, giving guarantee/providing security for a loan to any other body corporate and making investments in shares and securities of other body corporate under Section 186 of the Companies Act, 2013 (iii) authorisation for giving donation to bona fide charitable and other funds under Section 181 of the Companies Act, 2013.

b) Postal Ballot During the year no resolution was passed through Postal Ballot.

7. Disclosures: a) There was no related party transaction during the year which requires disclosure

pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement.

b) There were no instances of non-compliance by the Company or any penalties or strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.

c) All mandatory requirements and all the non-mandatory requirements have

appropriately been complied with the exception that the Company doesn’t send the half yearly financial performance to each household of shareholders who have not registered their E~mail ID with the Company or the Depository Participants.

d) No presentations were made to institutional investors and analysts during the

year.

e) The Company doesn’t have any subsidiary.

f) There was no public issue, rights issues or other public offerings during the past five years. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

8. Means of communication:

a) The quarterly, half yearly and annual financial results of the Company are forwarded to the Calcutta Stock Exchange Limited (CSE) upon approval by the Board of Directors and are published in a Newspaper in English and Bengali (Regional Language).

b) Shareholders communication including Notices and Annual Reports are being sent

to the E~mail address of members available with the Company and the Depositories. Annual Accounts are sent to Members at least 25 days before the date of Annual General Meeting.

c) Address for communication

All communication regarding share transactions, change of address, bank mandates, nominations etc. should be addressed to the Registrars and Share Transfer Agents of the Company at the following address: S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No.: (033) 2219 6797 Fax No. : (033) 2219 4815 E~mail : [email protected] Complaints, if any, may also be addressed to the Managing Director at the Registered Office at Ideal Plaza., South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020 or sent by E~mail at [email protected]

9. General Shareholders Information:

a) AGM: Date, Time and Venue

: 30th September, 2015 at 2.00 P. M. 2015 at Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020.

b) Financial Year

: The Financial Year of the Company ended on 31st March, 2015.

c) Date of Book Closure : From 25th September, 2015 to 30th September, 2015 (both days inclusive).

mailto:[email protected]


d) Dividend payment date : No dividend was recommended for

declaration for the year ended 31st March, 2015.

e) Listing of Securities

: The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata-700 001 Annual Listing Fees have been paid and all requirements of the Stock Exchange where the shares of the Company are listed, including submission of quarterly reports and certificates, were complied with.

f) Stock Code-Physical Demat ISIN Number for NSDL & CDSL

: 29309 at the Calcutta Stock Exchange Ltd. INE393J01012.

g) Market Price Data (High / Low during each month in 2014-15)

: Information has been given at the end of Clause 9

h) Stock performance of the Company in comparison to CSE Sensex. (April, 2014 to March, 2015)

: Such information is not available on CSE.

i) Registrar and Share Transfer Agent

: M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax No. (033) 2219 4815 E-mail: [email protected]

j) Share Transfer System : Information has been given at the end of Clause 9

k) Distribution of Shareholding as on 31st March, 2015

Information has been given at the end of Clause 9

l) Dematerialisation of shares and liquidity

: As on 31st March, 2015, 90.27% of the Company’s paid-up share capital representing 90270 shares is held in dematerialized form.

m) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date likely impact on equity

: Not issued

n) Plant location : N.A.


0) Address for correspondence : Shraddha Investments Ltd.. CIN: L65993WB1978PLC031373 “VNSS” Business Centre Ideal Plaza, South Block, 4th Floor 11/1, Sarat Boase Road Kolkata-700 020 Phone: (033) 2280 7017/18 Fax: (033) 2280 7016 E~mail: [email protected]

Information in respect of clause 9(g) Market Price data: High, Low during 2014-15 is given in the table below:

Month / Year High (Rs.)

Low (Rs.)

April, 2014 3.35 3.35 May, 2014 3.35 3.35 June, 2014 3.35 3.35 July, 2014 3.35 3.35 Aug., 2014 3.35 3.35 Sept., 2014 3.35 3.35 Oct., 2014 3.35 3.35 Nov., 2014 3.35 3.35 Dec., 2014 3.35 3.35 Jan., 2015 3.35 3.35 Feb., 2015 3.35 3.35

March, 2015 3.35 3.35

Information in respect of clause 9(j)

Share Transfer System Share transfers in physical and demat form are processed by the Registrar and Share Transfer Agent, M/s S. K. Infosolutions Pvt. Ltd. on regular basis. The transfer/transmission of shares are approved in accordance with the powers delegated by the Board of Directors to the Managing Director and Directors of the Company.

The shares lodged for transfers/dematerialisation are processed within 15 days from the date of their lodgement, if transfer instruments are found valid and complete in all respects.

As stipulated by SEBI, M/s. N. K. & Associates, a firm of Practicing Company Secretaries, carries out the secretarial audit to reconcile the total admitted capital in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form and to confirm that the total listed and paid-up capital are in agreement with the aggregate number of shares. This audit is carried out in every quarter and the report is submitted to the Calcutta Stock Exchange Limited.


Information in respect of clause 9(k) (a) Distribution of shareholdings as on 31st March, 2015:

Category (No. of

shares) No. of

shareholders Percentage No. of

Shares Percentage

Upto 500 3 18.75 300 0.30 501 – 1000 1 06.25 800 0.80 1001 – 2000 1 06.25 1680 1.68 2001 – 3000 3 18.75 7175 7.18 3001 – 4000 4 25.00 15075 15.08 4001 – 5000 – – – – 5001 – 10000 – – – – 10001 – 50000 4 25.00 74970 74.96 50001 - 100000 – – – – 100001 & above – – – –

Total 16 100.00 100000 100.00 (b) Shareholding Pattern as on 31st March, 2015:

Category No. of Shares Percentage Promoter/ Promoter Group 115900 74.94 Financial Institutions/Banks – – Other Corporate Bodies 8009 5.18 General Public 30756 19.89 Non-Resident Individuals – – Total 154665 100.00

Ideal Plaza, 11/1, Sarat Bose Road Kolkata, Dated: 29th May, 2015

For and on behalf of the Board

USHA KANORIA Managing Director

(DIN:00305380) ANNEXURE – I

Declaration regarding Code of Conduct as required under Clause 49 of the Listing Agreement

I hereby declare that all the Board Members and Key Managerial Personnel (including Senior Management Personnel) of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended 31st March, 2015. Kolkata Dated: 29th May, 2015

For and on behalf of the Board

Sd/- USHA KANORIA

Managing Director (DIN:00305380)

Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

Certification as required under Clause 49 of the Listing Agreement

To The Board of Directors Shraddha Investments Ltd. I, the undersigned, in my capacity as Managing Director of Shraddha Investments Ltd.. (‘the Company’) to the best of our knowledge and belief certify that: (a) I have reviewed financial statements and the cash flow statement for the year ended

31st March, 2015 and based on my knowledge and belief, I state that

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs

and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the

Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial

reporting and have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the Auditors and the Audit Committee that –

(i) there have not been any significant changes in internal control over financial reporting during the year under reference;

(ii) there have not been any significant changes in accounting policies during the year

requiring disclosure in the notes to the financial statements.

(iii) there have not been any instances during the year of significant fraud of which we had become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Place: Kolkata Date: 29th May, 2015

For and on behalf of the Board Sd/-

USHA KANORIA Managing Director

(DIN:00305380)

Practicing Company Secretaries Certificate on compliance with the conditions

of Corporate Governance under Clause 49 of the Listing Agreement To the Members of Shraddha Investments Ltd. I have examined the compliance of conditions of corporate governance by Shraddha Investments Ltd. (“the Company”) for the year ended 31st March, 2015, as stipulated in Clause 49 of the listing agreement of the Company with The Calcutta Stock Exchange Ltd. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of corporate governance as stipulated in the above mentioned listing agreement. I have been explained that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Company. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Dated the 29th day of May, 2015

Prity Agarwal Company Secretary

Sd/- Registration No. 33094 Membership No14676

Annexure - II Secretarial Audit Report

((For the financial year ended 31st March, 2015)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Board of Directors Shraddha Investments Ltd. Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shraddha Investments Ltd. (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and

compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. I have examined the books, papers, minute books, forms and returns filed and other

records maintained by Shraddha Investments Ltd. (“the Company”) for the period ended on 31st March, 2015 according to the provisions of:

I. The Companies Act, 2013 (‘the Act’) and the Rules made there under; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there

under; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; d. The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

f. The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998; g. the Company has complied with the requirements under the Equity Listing

Agreements entered into with the Calcutta Stock Exchange Ltd.; and h. The Memorandum and Articles of Association.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India. ii) The Listing Agreements entered into by the Company with the Calcutta Stock

Exchange Ltd. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

2. I further report that the Company has, in my opinion, complied with the provisions of

the Companies Act, 1956 and the Rules made under that Act and the provisions of

Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary

entries therein; b) Closure of the Register of Members. c) Forms, returns, documents and resolutions required to be filed with the Registrar

of Companies and the Central Government; d) Service of documents by the Company on its Members, Auditors and the Registrar

of Companies; e) Notice of Board meetings and Committee meetings of Directors; f) The meetings of Directors and Committees of Directors including passing of

resolutions by circulation; g) The 37th Annual General Meeting held on 27th September, 2014; h) Minutes of proceedings of General Meetings and of the Board and its Committee

meetings; i) Approvals of the Members, the Board of Directors, the Committees of Directors and

the government authorities, wherever required; j) Constitution of the Board of Directors / Committee(s) of Directors, appointment,

retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

k) Payment of remuneration to Directors including the Managing Director and Whole-time Directors,

l) Appointment and remuneration of Auditors and Cost Auditors; m) Transfers and transmissions of the Company’s shares and issue and dispatch of

duplicate certificates of shares; n) Declaration and payment of dividends; o) Transfer of certain amounts as required under the Act to the Investor Education

and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;

p) Borrowings and registration, modification and satisfaction of charges wherever applicable;

q) Investment of the Company’s funds including investments and loans to others; r) Form of Balance Sheet as prescribed under Part I, Form of Statement of Profit and

Loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act;

s) Directors’ Report; t) Contracts, common seal, registered office and publication of name of the Company;

and u) Generally, all other applicable provisions of the Act and the Rules made under the

Act. 3. I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

The Company has appointed Managing Director but Company Secretary and CFO have not been appointed by the Company pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement.

The Company has duly constituted Audit Committee, Nomination and Remuneration Committee but constitution of other Committees as per provisions of the Companies Act, 2013 and the Listing Agreement are not applicable to the Company.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on

the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of the Act;

There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts (Regulation)

Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

5. I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization/ rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and

Regulations made under that Act to the extent applicable. 7. I further report that:

a. the Company has complied with the requirements under the Equity Listing Agreements entered into with the Calcutta Stock Exchange Limited;

b. the Company has complied with the provisions of the Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the

provisions with regard to disclosures and maintenance of records required under the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with

regard to disclosures and maintenance of records required under the said Regulations;

8. I further report that based on the information received and records maintained there

are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Kolkata Dated the 29th day of May, 2015

Prity Agarwal Practicing Company Secretary

Sd/- Membership No. 33094

C. P. No. 14676

Annexure – III

FORM No. MGT-9

EXTRACT OF ANNUAL RETURN as on financial year ended 31st March, 2015

[Pursuant to Sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

(i) CIN : L65993WB1978PLC031373

(ii) Registration Date : 27th February, 1978

(iii) Name of the Company : Shraddha Investments Ltd.

(iv) Category / Sub-Category of the Company

: Company limited by shares / Indian Non-Government Company

(v) Address of the Registered Office and contact details

: Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020 Tel. No. (033) 2280 7017/18 Fax No. (033) 2280 7016 E~mail: [email protected]

(vi) Whether listed company : Yes. Listed at The Calcutta Stock Exchange Ltd.

(vii) Name, Address and Contact details of Registrar and Transfer Agent , if any

M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax: (033) 2219 4815 E~mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY It is a Non- Banking Financial Corporation (NBFC). The main business of the company is to make investments. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and address of the Company

CIN/GLN Holding/ Subsidiary /Associate

% of shares held

Applicable Section

N.A. N.A. N. A.



IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters (1) Indian (a) Individual/HUF (b) Central Govt. (c) State Govt(s) (d) Bodies Corp. (e) Banks/FI (f) Any Other

37450

–

37450

37.45

37450

–

37450

37.45

N.A

N.A

Sub-total (A)(1): 37450 – 37450 37.45 37450 – 37450 37.45 N.A A

(2) Foreign (a) NRIs- Individuals (b) Other-Individuals (c) Bodies Corp. (d) Bank/FI (e) Any Other

37520

–

37520

37.52

37520

–

37520

37.52

N.A N.A

Sub-total (A)(2):

37520

–

200

74.97

37520

–

200

74.97

N.A

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

74970 – 74970 74.97 74970 – 74970 74.97 N.A

B. Public

Shareholding (1) Institutions (a) Mutual Funds (b) Banks/FI (c) Central Govt. (d) State Govt(s) (e) Venture Capital

Funds (f) Insurance

Companies (g) FIIs (h) Foreign

Venture Capital Funds

(i) Others (specify)

Sub-total (B)(1):

–

–

–

–

–

–

–

–

–

1. Non-Institutions (a) Bodies Corp.

(j) Indian (ii) Oversea

(b) Individuals (i) Individual

shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

(c) Others (specify)

N.R.I.

200

15100 - -

6530

3200 - -

6730

18300 - -

6.73

18.30 - -

200

15100 - -

6530

3200 - -

6730

18300 - -

6.73

18.30 - -

N.A

N.A

N.A

N.A

Sub-total (B)(2): 15300 9730 25030 25.03 15300 9730 25030 25.03 N.A

Total Public Shareholding (B) = (B)(1)+(B)(2)

15300 9730 25030 25.03 15300 9730 25030 25.03 N.A

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil N.A

Grand Total (A+B+C)

90270 9730 100000 100.00 90270 9730 100000 100.00 N.A

(ii) Shareholding of Promoters

Sl. No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total

Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total

Shares of the

company

% of Shares Pledged/

encumbered to total shares

% change

in share

holding during

the year

1. Smt. Vinita Ahmed 18725 18.73 – 18725 18.73 – N.A

2. Smt. Nandita Jain 18725 18.73 – 18725 18.73 – N.A

3. Smt. Smita Poddar 18795 18.80 – 18795 18.80 – N.A

4. Smt. Sonal Hada 18725 18.73 – 18725 18.73 – N.A

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the

company


company 1. Smt. Vinita Ahmed At the beginning of the year 18725 18.73 18725 18.73 Change during the year There was no change during the year At the end of the year 18725 18.73 18725 18.73

2. Smt. Nandita Jain At the beginning of the year 18725 18.73 18725 18.73 Change during the year There was no change during the year At the end of the year 150 0.11 150 0.11

3. Smt. Smita Poddar At the beginning of the year 18795 18.80 18795 18.80 Change during the year There was no change during the year At the end of the year 18795 18.80 18795 18.80

4. Smt. Sonal Hada At the beginning of the year 18725 18.73 18725 18.73 Change during the year There was no change during the year At the end of the year 18725 18.73 18725 18.73

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

Sl. No.



For Each of the Top 10 Shareholders No. of shares % of total shares of the

company


company 1. Shri Anand Kumar Bubna At the beginning of the year 3825 3.83 3825 3.83 Change during the year No change during the year At the end of the year 3825 3.83 3825 3.83

2. Shri Sanjay Dudheria At the beginning of the year 3750 3.75 3750 3.75 Change during the year No change during the year

At the end of the year 3750 3.75 3750 3.75

3. Shri Rajesh Kumar Seksaria At the beginning of the year 3750 3.75 3750 3.75 Change during the year No change during the year At the end of the year 3750 3.75 3750 3.75

4. Navratan Management Pvt. Ltd. At the beginning of the year 1680 1.68 1680 1.68 Change during the year No change during the year At the end of the year 1680 1.68 1680 1.68

5. Dokania Consultants Pvt. Ltd. At the beginning of the year 2375 2.38 2375 2.38 Change during the year No change during the year

At the end of the year 2375 2.38 2375 2.38

6. Technika Software Pvt. Ltd. At the beginning of the year 2400 2.40 2400 2.40 Change during the year No change during the year At the end of the year 2400 2.40 2400 2.40

7. Shri Sekhar Chatterjee At the beginning of the year 3200 3.20 3200 3.20 Change during the year No change during the year At the end of the year 3200 3.20 3200 3.20

(v) Shareholding of Directors and Key Managerial Personnel Sl. No.




company


company 1. Smt. Usha Kanoria– M.D At the beginning of the year Nil Nil Nil Nil Change during the year

At the end of the year Nil Nil Nil Nil

2. Shri Bharat Goenka- Director At the beginning of the year 3750 3.75 3750 3.75 Change during the year No change during the year At the end of the year 3750 3.75 3750 3.75

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

– – –

– – –

– – –

– – –

Total (i+ii+iii) – – – – Change in Indebtedness during the financial year • Addition • Reduction

– –

– –

– –

– –

Net Change – – – – Indebtedness at the end of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

– – –

– – –

– – –

– – –

Total (i+ii+iii) – – – –

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount (Rs.)

Smt. Usha Kanoria – M. D 1. Gross salary

(a) Salary as per provisions contained in Sec. 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Sec. 17(3) Income-tax Act, 1961

16,20,000

Nil

Nil

16,20,000

Nil

Nil

2. Stock Option Nil Nil 3. Sweat Equity Nil Nil 4. Commission

– as % of profit – others, specify

Nil Nil

5. Others, specify Nil Nil Total (A) 16,20,000 16,20,000 Ceiling as per Act

B. Remuneration to other Directors

Sl. No.

Particulars of Remuneration Name of Directors Total Amount (Rs.)

Shri B. K. Kedia

Shri G. R. Banka

Shri B. Goenka

Shri P. Bhartia

Shri S.K.

Seksaria

1. Independent Director • Fee for attending board

committee meetings • Commission • Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil 2. Other Non-Executive Directors

• Fee for attending board committee meetings

• Commission • Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil Total (B) = (1+2) Nil Nil Nil Nil Nil Nil TotalManagerial Remuneration Nil Nil Nil Nil Nil Nil Overall Ceiling as per the Act 1% of net profits of the Company for that financial year besides meeting fee

for attending Board and Committee meetings.

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies

Act

Brief Description

Details of Penalty/

Punishment Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give details)

A. COMPANY Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil B. DIRECTOR Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil

S. M. DAGA & CO. CHARTERED ACCOUNTANTS

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF SHRADDHA INVESTMENTS LIMITED

We have audited the accompanying financial statements of SHRADDHA INVESTMENTS LIMITED, which

comprise the Balance Sheet as at March 31, 2015, the Statement of Profit & Loss and Cash Flow Statement for

the year ended, and also a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair

view of the financial position, financial performance and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken

into account the provisions of the Act, the accounting and auditing standards and matters which are required

to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the

Company has in place an adequate internal financial controls system over financial reporting and the

operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s

Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

financial statements give the information required by the Act in the manner so required and give a true and

fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the

Company as at 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 6 to Accounts, regarding change in accounting policy in relation to method of

providing depreciation from WDV to SLM. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books

and records as we considered appropriate and according to the information and explanations given to us, we

set out a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

1.) a) The company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets.

b) As explained to us Fixed Assets of the company are physically verified by the management

according to a phased programme designed to cover all the items which considering the size

and nature of operations of the company appears to be reasonable. Pursuant to such

program, no material discrepancies between book records and physical inventory have been

noticed on physical verification.

2.) The company does not deal in any type of inventory, hence para 4(ii) is not applicable to the company.

3.) The company has not granted any loan, secured or unsecured loans to parties covered in the register

maintained under section 189 of the Companies Act 2013.

4.) In our opinion and according to the information and explanations given to us, there are adequate

internal control systems commensurate with the size of the company and nature of its business, for

the purchase of fixed assets and for the sale of goods and services. Further, on the basis of our

examination of the books and records of the company and according to the information and

explanations given to us, no major weakness in internal have been noticed or reported

5.) The company has not accepted deposits and the directives issued by the Reserve Bank of India and

the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and

the rules framed there under are not applicable.

6.) The rules regarding maintenance of cost records which has been specified by central government

under sub-section (1) of section 148 of the Companies Act 2013 are not applicable on the company.


7. a) The company is regular in depositing undisputed statutory dues including provident fund,

employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise,

value added tax, cess and any other statutory dues with the appropriate authorities and there

is no arrears of outstanding statutory dues as at the last day of the financial year concerned

for a period of more than six months from the date they became payable.

b) According to the records of the company examined by us and according to information and

explanations given to us, there are no dues in respect of income tax, sales tax, wealth tax,

service tax, duty of customs, duty of excise, value added tax or cess which have not been

deposited on account of any dispute.

c) There was no amount required to be transferred to Investor education and protection fund in

accordance with the relevant provisions of the companies Act, 1956 (1 of 1956) and rules

made there under.

8. The Company does not have accumulated losses in the current financial year. Further, neither there

was any cash loss in the financial year under review nor in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanations given

to us, the Company has neither have any outstanding due from any financial institution, bank nor has

it any outstanding debenture, hence the clause is not applicable.

10. The Company has not given any guarantee for the loans taken by others from banks or financial

institutions during the year

11. The company has not obtained any term loan during the year. Hence the clause is not applicable to

the company.

12. During the course of our examination of the books and records of the company carried out in

accordance with the generally accepted auditing practices in India and according to the information’s

and explanations given to us, we have neither come across any instance of fraud on or by the

company, noticed or reported during the year, nor have we been informed of any such case by the

management.

As required by Section 143 (3) of the Act, we report that:

1. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

2. In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.

3. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account.


4. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

5. On the basis of the written representations received from the directors as on 31st March, 2015 taken

on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from

being appointed as a director in terms of Section 164 (2) of the Act.

6. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

a) The company has no pending litigation.

b) The Company did not have any long term contracts including derivative contracts for which there

were any material foreseeable losses.

c) There was no amount required to be transferred to Investor education and protection fund in

accordance with the relevant provisions of the companies Act, 1956 (1 of 1956) and rules made

there under.

For S. M. Daga & Co.

Chartered Accountants

Firm Registration No. 303119E

Sd/-

Deepak Kumar Daga

(Partner)

Membership No. 59205

Dated, 29th

May, 2015

11, Clive Row, Kolkata – 700 001.

Note As At As AtParticulars No. 31.03.2015 31.03.2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2.1 1,000,000 1,000,000

(b) Reserves and Surplus 2.2 91,427,355 86,193,911

(2) Non-Current Liabilities

(a) Long term provisions 2.3 762,462 672,946

(3) Current Liabilities

(a) Other current liabilities 2.4 13,483 342,596

Total 93,203,300 88,209,453

II. ASSETS

(1) Non-current assets

(a) Fixed assets

Tangible assets 2.5 515,711 628,948

(b) Non-current investments 2.6 14,981,021 50,185,045

(c) Deferred tax assets (net) 2.7 68,980 68,980

(d) Long term loans and advances 2.8 818,678 818,678

(2) Current assets

(a) Trade Receivables 2.9 4,920,246 4,939,526

(b) Cash and cash equivalents 2.10 102,957 183,950

(c) Short-term loans and advances 2.11 63,732,000 27,746,000

(d) Other current assets 2.12 8,063,707 3,638,326

Total 93,203,300 88,209,453

The Notes are an integral part of the Financial Statements

As per our Report annexedSd/

For S.M.Daga & CO. S.K.SeksariaChartered Accountants (DIN:00309725)FRN No. - 303119E

Sd/- B.Goenka(DIN:00164870)

PartnerMembership No. 059205Kolkata, the 29th Day of May 2015.

SHRADDHA INVESTMENTS LIMITEDBalance Sheet as at 31st March, 2015

Directors

Significant Accounting Policies

(Rupees )

Note As At As At Particulars No. 31.03.2015 31.03.2014

I. Revenue from operations 2.13 9,482,811 19,215,869

II. Other Income 2.14 - -

III. Total Revenue ( I +II ) 9,482,811 19,215,869

IV. Expenses:

Purchases of Commodities 2.15 - 8,723,790

Changes in Inventories of Stock in Trade 2.16 - 3,375,261

Employee benefit expense 2.17 2,431,105 2,230,894

Finance costs 2.18 13,334 58,475

Depreciation 2.19 113,237 219,720

Other expenses 2.20 768,786 4,251,438

Total Expenses 3,326,462 18,859,578

V. Profit before exceptional and extraordinary items and tax (III - IV) 6,156,349 356,291

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 6,156,349 356,291

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 6,156,349 356,291

X. Tax expense:

Current tax 1,173,100 67,891

MAT Credit (250,195) (67,891)

Deferred tax - -

XI. Profit / (Loss) for the period (IX - X) 5,233,444 356,291

XII. Earning per equity share:

Profit available for Equity Shareholders 5,233,444 356,291

Weighted average number of Equity Shares outstanding 100,000 100,000

Par Value per Share 10 10

Earnings per share - Basic & Diluted 52.33 3.56

The Notes are an integral part of the Financial Statements

As per our Report annexedSd/-


Sd/-Sd/- B.Goenka

(DIN:00164870)PartnerMembership No. 059205Kolkata, the 29th Day of May 2015.

Directors

Significant Accounting Policies

(Rupees )

SHRADDHA INVESTMENTS LIMITEDProfit and Loss statement for the year ended 31st March, 2015

31.03.2015 31.03.2014(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit before Tax 6,156,349 356,291

Adjustments for:

Depreciation 113,237 219,720 Finance Cost 13,334 58,475 Interest Received (7,522,987) (3,988,869) (Profit)/Loss on Sale of Investments (1,959,824) (2,899,295) Irrecoverable Debt written off - 3,636,548

Operating profit before working Capital change (3,199,891) (2,617,130) Adjustments for:

Trade Receivables 19,280 (4,939,526) Short Term Loans & Advances (35,986,000) (17,735,000) Other Current Assets (3,623) 113,812 Inventories - 3,375,261 Trade Payable (237,390) 36,550

Cash generated from Operations (39,407,624) (21,766,033) Direct Taxes paid (1,177,299) (527,340)

Net Cash from operating activities (A) (40,584,923) (22,293,373)

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of Investments - (15,000,000) Sale of Investments 37,163,848 35,529,262 Interest received 3,355,623 1,675,405

Net Cash used in Investing activities (B) 40,519,471 22,204,667

C. CASH FLOW FROM FINANCING ACTIVITIES :

Long Term Loan Refunded - (324,659) Interest Paid (15,541) (61,143)

Net Cash from Financing activities (C) (15,541) (385,802)

Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C) (80,993) (474,508) Cash and Cash equivalents - Opening 183,950 658,458 Cash and Cash equivalents - Closing 102,957 183,950

Cash and Cash equivalents comprise :Balance with Scheduled Banks:on Current Account 102,957 183,950

As per our Report annexedSd/-


Sd/- Sd/-B.Goenka

(DIN:00164870)PartnerMembership No Kolkata, the 29th Day of May 2015.

SHRADDHA INVESTMENTS LIMITEDCIN : L65993WB1978PLC031373

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015

Directors

2 NOTES TO ACCOUNTS

2.1 SHARE CAPITAL

EQUITY SHARES(a)

No. of Shares Amount ( Rs.)

No. of Shares Amount ( Rs.)

100000 1,000,000 100000 1,000,000 1,000,000 1,000,000

(b)No. of Shares Amount

( Rs.)No. of Shares Amount

( Rs.)100000 1,000,000 100000 1,000,000

1,000,000 1,000,000 (c)

Equity Shares Rs. 10 Rs. 10

(d)

Outstanding as at the beginning of reporting period

Outstanding as at the end of reporting

period

Outstanding as at the beginning of reporting period

Outstanding as at the end of

reporting period

iNumber 100000 100000 100000 100000Amount (Rs.) 1,000,000 1,000,000 1,000,000 1,000,000

1,000,000 1,000,000

(e) RIGHTS, PREFERENCES AND RESTRICTION ATTACHING TO SHARES

The Right and Preferences including obligations are equal for all shareholders in respect of voting power, payment of dividend & repayment

of capital. Each share carry one vote.

(f)

Percentage Of Shareholding

No. Of Shares Held Percentage Of Shareholding

No. Of Shares Held

i Smt. Vinita Ahmed 18.73 18,725 18.73 18,725 ii Smt. Nandita Jain 18.73 18,725 18.73 18,725

iii Smt. Smita Poddar 18.80 18,795 18.80 18,795

iv Smt. Sonal Hada 18.73 18,725 18.73 18,725

Equity Shares

PARTICULARS

NUMBER AND AMOUNTS OF SHARES AUTHORISED

Particulars

Equity Shares

AS AT 31st MARCH, 2014

Total

PAR VALUE PER SHARE


Total

NUMBER OF SHARES ISSUED, SUBSCRIBED AND FULLY PAID

AS AT 31st MARCH, 2015

Total

Name Of The Shareholder

Particulars

Equity Shares

Equity Shares

SHARES OF THE COMPANY HELD BY EACH SHAREHOLDER HOLDING MORE THAN 5 % SHARES

Particulars

RECONCILIATION OF SHARES OUTSTANDING

2 NOTES TO ACCOUNTS

2.2 RESERVES AND SURPLUS(a) GENERAL RESERVE

Opening Balance 7,529,826 7,529,826 Add : Transferred during the year - - Closing Balance 7,529,826 7,529,826

(b) RESERVE FUND (Pursuant to Section 45-IC of R B I Act, 1934)Opening Balance 17,157,377 17,086,119 Add : Provided during the year 1,046,689 71,258 Closing Balance 18,204,066 17,157,377

(c) SURPLUSOpening Balance 61,506,708 61,221,675 Add : Net profit after Tax transferred from Statement of Profit & Loss 5,233,444 356,291 Amount available for appropriation 66,740,152 61,577,966

Appropriations :Transfer to Reserve Fund 1,046,689 71,258 Balance Surplus 65,693,463 61,506,708

91,427,355 86,193,911

PARTICLUARS

NON-CURRENT LIABILITIES2.3 LONG TERM PROVISIONS

PROVISION FOR EMPLOYEE BENEFITS

Gratuity 762,462 672,946 762,462 672,946

CURRENT LIABILITIES2.4 OTHER CURRENT LIABILITIES

(a) CURRENT MATURITIES OF LONG TERM DEBT - 324,659

(b) INTEREST ACCRUED BUT NOT DUE ON BORROWINGS - 2,207

(c) OTHERS 13,483 15,730 13,483 342,596

AS AT 31st MARCH, 2015(Rs.)



AS AT 31st MARCH, 2014(Rs.)PARTICULARS AS AT 31st MARCH, 2015

(Rs.)

2 NOTES TO ACCOUNTS

2.5 FIXED ASSETS

DESCRIPTIONAs at

01.04.2014Additions Deductions As at

31.03.2015As at

01.04.2014During the

yearDeductions As at

31.03.2015As at

31.03.2015As at

31.03.2014(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

Tangible Assets :

Motor Vehicles 1,255,250 - - 1,255,250 626,302 113,237 - 739,539 515,711 628,948

Total 1,255,250 - - 1,255,250 626,302 113,237 - 739,539 515,711 628,948

Previous year 1,255,250 - - 1,255,250 406,582 219,720 - 626,302 628,948


GROSS BLOCK DEPRECIATION NET BLOCK

2 NOTES TO ACCOUNTS .. Contd

NON CURRENT ASSETS2.6 NON CURRENT INVESTMENTS(a) OTHER INVESTMENTS

(ii) Investments in Mutual Funds (At Cost) (Fully Paid)

Quoted

- 5,000,000

- 5,000,000

- 5,000,000

- 5,000,000

- 5,000,000

- 5,000,000

- 5,000,000

- 35,000,000

Aggregate Book Value of Quoted Investment - 35,000,000 Aggregate Market Value of Quoted Investment - 36,139,323 (Based on last available market prices)

ICICI Prudential Mutual Fund - ICICI Prudential Gilt Investments Plan Growth Nil Units of Rs.10 each (Previous year 1,25,30.193)

ICICI Prudential Mutual Fund - ICICI Prudential FMP Series 69 - 369 Days - Plan J - G Nil Units of Rs.10 each (Previous year 5,00,000)


IDFC Mutual Fund - IDFC Super Saver Income Fund - Investment Plan Nil Units of Rs.10 each (Previous year 1,74,838.013)

Reliance Mutual Fund - Reliance Income Fund Growth Nil Units of Rs.10 each (Previous year 1,29,450.508)

HDFC Mutual Fund - HDFC Income Fund Growth Nil Units of Rs.10 each (Previous year 1,85,563.605)

Birla Sunlife Mutual Fund - Birla Sunlife Income Plus Growth Fund Nil Units of Rs.10 each (Previous year 94,559.250)

ICICI Prudential Mutual Fund - ICICI Prudential FMP Series 69 - 366 Days - G Nil Units of Rs.10 each (Previous year 5,00,000)

AS AT 31st MARCH, 2014(Rs.)PARTICULARS AS AT 31st MARCH, 2015

(Rs.)

2 NOTES TO ACCOUNTS

NON - CURRENT ASSETS

2.7 DEFERRED TAX ASSETS Deferred Tax Assets

Arising on account of :

Depreciation 42,726 42,726 Carried forward Capital Loss 26,254 26,254

68,980 68,980

2.8 LONG TERM LOANS AND ADVANCESUnsecured,considered good

Security Deposit 750,000 750,000 Balances with Revenue Authorities 68,678 68,678

818,678 818,678

CURRENT ASSETS

2.9 TRADE RECEIVABLES

Unsecured, considered Good 4,920,246 4,939,526 Outstanding for a period exceeding six months

4,920,246 4,939,526

2.10 CASH AND CASH EQUIVALENTSBalance with Bank 32,957 120,860 Cash in Hand 70,000 63,090

102,957 183,950

2.11 SHORT TERM LOANS & ADVANCESUnsecured, considered GoodLoan to Body Corporate 63,715,000 27,700,000 Advances to employees 17,000 46,000

63,732,000 27,746,000

2.12 OTHER CURRENT ASSETSUnsecured, considered Good

Advance Income Tax (net of provision of rs. 5,623,991/-) 958,544 954,345 Interest accrued and due 6,770,688 2,603,324 Others 16,389 12,766 MAT Credit entitlement 318,086 67,891

8,063,707 3,638,326

During the year, the Company has assessed the status of Deferred Tax Asset (Net) and Deferred Tax Asset amounting to Rs. 1,314,853 has been arrived at as on 31st March 2014. The difference of Rs. 1,245,873 has not been recognised on ground of prudence. Based on future profitability projection the management is hopeful of realising the carry over Deferred Tax Asset amounting to Rs. 68,980.



AS AT 31st MARCH, 2015(Rs.)PARTICULARS

2 NOTES TO ACCOUNTS

2.13 REVENUE FROM OPERATION(a) SALES - 12,327,705

(b) INTEREST INCOME On Inter Corporate Deposits & Loans 7,522,987 3,673,404 On Non Convertible Debuntures - 7,522,987 315,465 3,988,869

(c) OTHER OPERATING INCOME Profit on sale of Investments 1,959,824 2,899,295

(Non Current, Other Investment)

9,482,811 19,215,869

2.14 OTHER INCOME - -

- -

2.15 PURCHASES OF STOCK IN TRADE

Commodities - 8,723,790

- 8,723,790

2.16 CHANGE IN INVENTORIES OF STOCK IN TRADEOPENING STOCK IN TRADE - 3,375,261

LESS : CLOSING STOCK IN TRADE - -

- 3,375,261

2.17 EMPLOYEE BENEFITS EXPENSE

(a) SALARIES & WAGES 2,052,080 1,790,335

(b) CONTRIBUTION TO PROVIDENT, GRATUITY & OTHER FUNDS 379,025 440,559

2,431,105 2,230,894

2.18 FINANCE COSTSINTEREST EXPENSE 13,334 58,475

13,334 58,475

2.19 DEPRECIATION AND AMORTIZATION EXPENSEDEPRECIATION 113,237 219,720

113,237 219,720

2.20 OTHER EXPENSES (a) RENT 34,194 34,194

(b) RATES & TAXES 6,750 6,750

(c) AUDITOR'S REMUNERATIONAs Statutory Audit Fees 13,483 13,483 For Taxation Matters 1,685 3,371 For Other Services 5,618 20,786 2,247 19,101

(d) MOTOR CAR EXPENSES 498,346 352,672

(e) TRAVELLING EXPENSES 94,290 90,707

(f) IRRECOVERABLE DEBT WRITTEN OFF - 3,636,548

(g) OTHER ESTABLISHMENT EXPENSES 114,420 111,466

768,786 4,251,438


FOR THE YEAR ENDED 31st MARCH, 2014(Rs.)

PARTICULARSFOR THE YEAR ENDED 31st MARCH,

2015(Rs.)

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