CORPORATE INFORMATION · Company Secretary: Mr. Praveen Kumar Auditors: M/s Satyendra Mrinal & Associates Chartered Accountants New Delhi Registered Office: ‘AASTHA’, LP-11C,

CORPORATE INFORMATION

Chairman : Mr. Vidya Sagar Bhatia (Independent)

Managing Director & : Mr. Divesh Kumar BajajChief Financial Officer

Non Executive Directors : Mr. Mukesh Kumar SukhijaMs. Pooja BhatiaMr. Gaurav Mutreja (Independent)

Company Secretary : Mr. Praveen Kumar

Auditors : M/s Satyendra Mrinal & AssociatesChartered AccountantsNew Delhi

Registered Office : ‘AASTHA’, LP-11C, Pitampura,New Delhi – 110034Ph. No. 011-27324080Fax: 011-27324070Website: www.vanicommercials.comEmail Id: [email protected]

Details of RTA : Skyline Financial Services Private LimitedD-153/A, 1st Floor, Okhla Industrial Area,Phase – I, New Delhi – 110020Ph. No. +91-(0) 11-6473 2681/6473 2682Fax: +91-(0) 11-2681 2682Email Id: [email protected]

The Equity Shares of the Company are listed at BSE Limited (BSE). (GauhatiStock Exchange and Uttar Pradesh Stock Exchange since not functional.)

CONTENTS

Page No.

1. Notice of Annual General Meeting 1

2. Director’s Report 12

3. Auditor’s Report 39

4. Balance Sheet 47

5. Statement of Profit & Loss 48

6. Cash Flow Statement 49

7. Notes to Financial Statements 50

8. Attendance Slip and Proxy Form 60

Vani Commercials Limited Annual Report 2015-16

NOTICENotice is hereby given that the 29thAnnual General Meeting of the Membersof M/s Vani Commercials Limited will be held on Thursday, the 29th day ofSeptember, 2016 at 11:30 a.m. at Twist ’n’ Turn Banquet, 226-227 Shop inPark Mall, Shalimar Bagh, New Delhi - 110088, to transact the followingbusinesses:Ordinary Business:1. To receive, consider and adopt the Audited Financial Statements for

the Financial Year ended 31st March, 2016 including the Reports ofthe Auditors’ and the Board of Directors’ thereon.

2. To appoint a Director in place of Mr. Divesh Kumar Bajaj (DIN:01118288), who retires by rotation and being eligible, offers himselffor re-appointment.

3. Appointment of Auditors To consider and if thought fit to pass the following resolutionas an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of section 139 andother applicable provisions, if any, of the Companies Act, 2013 andthe Rules framed there under, as amended from time to time, theCompany hereby ratifies the appointment of M/s Satyendra Mrinal &Associates, Chartered Accountants, New Delhi, as Auditors of theCompany to hold office from the conclusion of this Annual GeneralMeeting (AGM) till the conclusion of the next AGM of the Companyto be held in the year 2017 at such remuneration plus service tax, asmay be mutually agreed between the Board of Directors of theCompany and the Auditors.”

For and on Behalf of the Board For Vani Commercials Limited

Divesh Kumar BajajDate: 12th August, 2016 Managing Director & CFOPlace: New Delhi DIN: 01118288

Vani Commercials LimitedRegd. Off.: ‘AASTHA’, LP – 11C,Pitampura, New Delhi – 110034CIN: L74899DL1988PLC106425Email ID:[email protected]

Vani Commercials Limited Annual Report 2015-16 1

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUALGENERAL MEETING (THE “MEETING”) IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBEROF THE COMPANY. THE PROXY FORM IN ORDER TO BEEFFECTIVE MUST BE DEPOSITED WITH THE COMPANY NOTLESS THAN 48 HOURS BEFORE THE TIME FIXED FORCOMMENCEMENT OF THE MEETING i.e. upto 11:30 a.m. on 27th

September, 2016.

2. A person can act as proxy on behalf of members not exceedingfifty and holding in aggregate not more than ten percent of thetotal share capital of the Company carrying voting rights. Amember holding more than ten percent of the total share capitalof the Company carrying voting rights may appoint a singleperson as proxy and such person shall not act as proxy for anyother person or shareholder.

3. Corporate Members intending to send thei r authorisedrepresentatives are requested to send a duly certified copy of theBoard Resolution authorizing the representatives to attend and voteon their behalf at the Meeting.

4. The Register of Members and the Share Transfer Book of theCompany shall remain closed from Thursday 29th September 2016to Sunday 2nd October 2016 (both days inclusive).

5. Details under Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and SS-2 i.e. SecretarialStandards on General Meetings in respect of the Directors seekingappointment/reappointment at the Meeting is annexed to the Noticeas Annexure–A.

6. Notice of the Meeting of the Company, inter alia, indicating the processand manner of e–voting along with Attendance Slip and Proxy Formis being sent to the members, whose email ids are registered withthe Company and Depository Participant(s) for communicationpurposes unless any member has requested for a hard copy of thesame.


7. Members may also note that the Notice of the Meeting and the AnnualReport wil l also be av ailable on the Company’s websitewww.vanicommercials.com for download. The physical copies ofthe aforesaid documents will also be available at the Company’sRegistered Office for inspection at any time between 10:00 a.m. to1:00 p.m. on any working day upto the date of Meeting. Even afterregistering for e-communication, members are entitled to receivesuch communication in physical form, upon making a request for thesame, by post free of cost. For any communication, the shareholdersmay also send requests to the Company’s investor email ID i.e.,[email protected].

8. Members who have not registered their e-mail addresses so farare requested to register their e-mail address for receiving allcommunications including Annual Report, Circulars, etc. fromthe Company electronically.

9. Voting through electronic means:

(i) In compliance with provisions of section 108 of the Act andRule 20 of The Companies [Management and Administration]Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015, the Companyis providing e-voting facility as an alternative mode of votingwhich will enable the members to cast their votes electronically.

Necessary arrangements have been made by the Companywith Central Depository Services [India] Limited [CDSL] tofacilitate e-voting. The detailed process, instructions andmanner for availing e-Voting facility is annexed to the Noticeas Annexure–B.

(ii) Ms. Anju Yadav, Practicing Company Secretary [MembershipNo. A32111] has been appointed as the Scrutinizer to scrutinizethe voting and remote e-voting process in a fair and transparentmanner.

(iii) Members who have cast their vote by remote e-voting prior tothe meeting may also attend the meeting but shall not beentitled to cast their vote again.


(iv) Members can opt for only one mode of voting i.e. either by e-voting or poll paper. In case Members cast their votes throughboth the modes, voting done by e-voting shall prevail and votescast through Poll Paper shall be treated as invalid.

(v) The e-voting period commences on Monday, 26th September2016 [9:00 a.m.] and ends on Wednesday, 28th September2016 [5:00 p.m.]. During this period, Members holding shareseither in physical form or demat form, as on 23rd September2016 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once thevote on a resolution is cast by the Member, he / she shall notbe allowed to change it subsequently or cast vote again.

(vi) The voting rights of members shall be in proportion to theirshares in the paid up equity share capital of the Company ason cut-off date. A person, whose name is recorded in theregister of members or in the register of beneficial ownersmaintained by the depositories as on cut-off date only shall beentitled to avail facility of remote e-voting and poll process atthe venue of the meeting.

(vii) Any person, who acquires shares of the Company andbecomes a member of the Company after dispatch of the Noticeand holding shares as on cut-off date, may cast vote afterfollowing the instructions for e-voting as provided in the Noticeconvening the Meeting, which is available on the website ofthe Company and CDSL. However, if you are already registeredwith CDSL for remote e-voting then you can use your existingUser ID and password for casting vote.

(viii) The Scrutinizer shall, immediately after the conclusion of votingat the meeting, would count the votes cast at the meeting,thereafter unblock the votes cast through remote e-voting inthe presence of at least two witnesses not in the employmentof the Company and make, not later than 48 hours fromconclusion of the meeting, a consolidated Scrutinizer’s Reportof the total votes cast in favour or against, to the Chairman,who shall countersign the same.


(ix) The results declared along with the Scrutinizer’s Report shallbe placed on the Company’s website www.vanicommercials.comand on the website of CDSL i.e., www.evotingindia.comimmediately after the result is declared. The Company shallsimultaneously forward the results to BSE Limited [BSE], wherethe equity shares of the Company are listed.

10. The route map giving the directions, to the venue of the AGM isannexed to the Notice as Annexure–C.

11. REQUEST TO MEMBERS

(i) Members/Proxies attending the meeting are requested to bringtheir attendance slip along with their copy of Annual Report tothe Meeting.

(ii) Queries proposed to be raised at the Annual General Meetingmay be sent to the Company at its registered office at leastseven days prior to the date of AGM to enable the managementto compile the relevant information to reply the same in themeeting.

(iii) Members holding shares in demat form are requested tointimate all changes pertaining to their bank details, NationalElectronic Clearing Service [NECS], Electronic ClearingServices [ECS] mandates, nominations, power of attorneys,change in address, change of name, email address, contactnumbers, etc. to their Depository Participant [DP]. Changesintimated to the DP will then be automatically reflected in theCompany’s records which will help the Company and theCompany’s Registrar and Transfer Agents to provide efficientand better services. Members holding shares in physical formare requested to intimate such changes to Registrar andTransfer Agents of the Company.

(iv) In case of joint holders attending the Meeting, only such jointholder who is higher in the order of names will be entitled tovote. Members who hold shares in physical form in multiplefolios in identical names or joint holding in the same order ofnames are requested to send the share certificates to Registrar,for consolidation into a single folio.


(v) The Securities and Exchange Board of India (SEBI) hasmandated the submission of Permanent Account Number(PAN) by every participant in securities market. Membersholding shares in electronic form are, therefore, requested tosubmit their PAN to their Depository Participants with whomthey are maintaining their demat accounts. Members holdingshares in physical form can submit their PAN details to theCompany / Registrar and Share Transfer Agents.

Annexure-A to the Notice dated 12th August, 2016- Details of Direc-tor seeking Appointment/ ReappointmentName of Director Divesh Kumar BajajAge 47 yearsDate of Appointment by the 14th August, 2014Board of DirectorsBrief Resume and nature of He is a commerce graduate andexpertise in functional areas member of ICAI. He is having more than

15 years of experience in financingservices

Disclosure of relationships Not Anybetween directors inter-seDirectorships held in other Omansh Enterprises Limitedlisted CompaniesMemberships / Chairmanships Omansh Enterprises Limited – Auditof Committees of other listed Committee (Member)Companies Omansh Enterprises Limited –

Shareholders/ Investor ’s GrievanceCommittee (Member)

Omansh Enterprises Limited-Nominationand Remuneration Committee (Member)

Number of shares held in Nilthe Company


Annexure-B to the Notice dated 12th August, 2016- Instructions for e-voting. The instructions for members for voting electronically are asunder:

(i) The voting period begins on Monday, 26th September 2016 from 9:00a.m. and ends on Wednesday, 28th September 2016 at 5:00 p.m.During this period shareholders of the Company, holding shares eitherin physical form or in dematerialized form, as on Friday the 23rd dayof September 2016, being the Cut-Off date may cast their voteelectronically. The e-voting module shall be disabled by CDSL forvoting thereafter.

(ii) Shareholders who have already voted prior to the meeting date wouldnot be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-v oting websitewww.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL : 16 digits beneficiary ID,

b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:


For Members holding shares in Demat and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issuedby Income Tax Department (Applicable forboth demat shareholders as well as physicalshareholders)

l Members who have not updated their PANwith the Company/Depository Participantare requested to use the first two lettersof their name and the 8 digits of thesequence number in the PAN field.

l In case the sequence number is less than8 digits enter the applicable number 0’sbefore the number after the first twocharacters of the name in CAPITALletters. Eg. If your name is RameshKumar with sequence number 1 thenenter RA00000001 in the PAN field.

Date of Birth (DOB)# Enter the Date of Birth as recorded in dd/mm/yyyy format.

Dividend Bank Details # Enter the Dividend Bank Details as recordedin your demat account or in the companyrecords for said folio.

l If both the details are not recorded with the depository or companyplease enter the member id/ folio number in the Dividend Bank detailsfield as mentioned in instruction (v).

# Please enter the DOB or Dividend Bank Details in order to Login

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach the

Company selection screen. However, members holding shares indemat form will now reach ‘Password Creation’ menu wherein theyare required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used bythe demat holders for voting for resolutions of any other company on


which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care tokeep your password confidential.

(xi) For Members holding shares in physical form, the details can beused only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN of VANI COMMERCIALS LIMITED on which youchoose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION”and against the same the option “YES/NO” for voting. Select theoption YES or NO as desired. The option YES implies that you assentto the Resolution and option NO implies that you dissent to theResolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view theentire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on“SUBMIT”. A confirmation box will be displayed. If you wish to confirmyour vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not beallowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click hereto print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enterthe User ID and the image verification code and click on ForgotPassword & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodiansl Non-Individual shareholders (i.e. other than Individuals, HUF,

NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporate.

l A scanned copy of the Registration Form bearing the stampand sign of the entity should be emailed [email protected].


l After receiving the login details a Compliance User should becreated using the admin login and password. The ComplianceUser would be able to link the account(s) for which they wishto vote on.

l The list of accounts linked in the login should be mailed [email protected] and on approval of theaccounts they would be able to cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, ifany, should be uploaded in PDF format in the system for thescrutinizer to verify the same.

(xx) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app canbe downloaded from Google Play Store. Please follow the instructionsas prompted by the mobile app while voting on your mobile.

(xxi) In case you have any queries or issues regarding e-voting, you mayrefer the Frequently Asked Questions (“FAQs”) and e-voting manualavailable at www.evotingindia.com, under help section or write anemail to [email protected].

Contact Details:

Central Depository Services (India) Limited17th Floor, P.J. Tower, Dalal Street, Fort,Mumbai-400001Phone: +91-22-22723333/8588E-mail id: [email protected]

For and on Behalf of the BoardFor Vani Commercials Limited

Divesh Kumar BajajDate: 12th August, 2016 Managing Director & CFOPlace: New Delhi DIN: 01118288



‘Annexure -C’Route Map for Shop In Park Mall


DIRECTOR’S REPORT

To,The Members ofVani Commercials Limited

Your Directors have pleasure in presenting the 29th Director’s Report ofyour Company together with the Audited Statement of Accounts and theAuditors’ Report of your company for the financial year ended, 31st March,2016.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

(a) (Amount in )

Particulars Current year Previous Year

Total Income 29,89,236.00 22,75,700.00Total Expenses 26,21,344.00 19,49,432.00Profit/ (Loss) Before Tax 3,67,892.00 3,26,268.00Tax ExpensesCurrent Tax 96,793.00 82,055.00Deferred Tax (391.00) 1,486.00Provision for Standard Assets 51,482.00 0.00Profit/(Loss) after Tax 2,20,008.00 2,42,727.00Transfer to Statutory Reserves 44,002.00 16,411.00Net Profit Transferred to Reserves 1,76,006.00 2,26,316.00Earnings per share ( )Basic 0.05 0.06Diluted 0.05 0.06

(b) During the year, your Company recorded Total Income of 29,89,236.00 (previous year 22,75,700.00), representing an

increase of 31.35% over the previous year. The Company recordeda Net Profit of 2,20,008.00 during the financial year ended 31st

March, 2016 as against net profit of 2,42,727.00 in the previousyear. Further as the Company is NBFC, it made provision for StandardAssets.

(c) Transfer To Reserves In Terms Of Section 134 (3) (j) Of TheCompanies Act, 2013

No amount is being carried to the General Reserves.


(d) Transfer To Statutory Reserves

For the financial year ended 31st March, 2016, the Company isproposed to carry an amount of 44002.00 to Statutory ReserveAccount as required under the provisions of Section 45-IA of RBIAct, 1934.

(e) Dividend

Your Directors do not recommend any dividend for the year ended31st March, 2016.

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till thedate of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept anydeposits from the public in terms of the provisions of Chapter V ofthe Companies Act, 2013 and under provision of Section 45-IA of theRBI Act, 1934.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Board of Directors

After the last AGM there were no changes in the constitution ofthe Board of Directors of the Company.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Actand the Articles of Association of the Company, Mr. DiveshKumar Bajaj (DIN: 01118288) will retire by rotation at theensuing Annual General Meeting (‘AGM’) of the Company and,being eligible, offers himself for re-appointment. Your Boardhas recommended his re-appointment.

(c) Changes in Directors and Key Managerial Personnel duringthe year

Ms. Radhika Gupta was appointed as the Company Secretary& CFO with effect from 17th July, 2015 and resigned with effectfrom 17th August, 2015. Mr. Nitin Gupta held the position ofCompany Secretary from 14 th November, 2015 till 30 th


November, 2015. Mr. Satinder Pal Singh was appointed as aCompany Secretary with effect from 30th March, 2016 after hiscessation from the office, Mr. Praveen Kumar held the positionof Company Secretary w.e.f. 24th May 2016.

(d) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmedthat they meet with the criteria of Independence as prescribedunder Section 149(6) of the Act read with Rule 5 of theCompanies (Appointment and Qualification of Directors) Rules,2014.

Framework for Familiarization Programme for the IndependentDirectors and the details of Familiarization Programme impartedto Independent Directors is made available on the website ofthe Company at weblink http://www.vanicommercials.com/wp-content /uploads/2015/05/2-PAGES.pdf and http://www.vanicommercials.com/wp-content/uploads/2016/04/TRAINING-PROGRAMMES-IMPARTED-TO-DIRECTORS.pdfrespectively.

(e) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adoptedthe attributes and qualifications as provided in Section 149(6)of the Act and Rule 5 of the Companies (Appointment andQualif ication of Directors) Rules, 2014, in respect ofIndependent Directors. The Committee has also adopted thesame attributes and qualifications, to the extent applicable, inrespect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fitand proper criteria for appointment as Directors. Further, allDirectors of the Company, other than Independent Directors,are liable to retire by rotation. One-third of the Directors whoare liable to retire by rotation, retire every year and are eligiblefor re-election.

(f) Remuneration Policy

The Board, on the recommendation of the Nomination andRemuneration Committee, approved the Remuneration Policyfor the Directors, Key Managerial Personnel and other


employees of the Company, a copy of which is enclosed asAnnexure: I to this Report.

(g) Board Evaluation

The Board carried out annual performance evaluation of itsown performance and that of the individual Directors as alsofunctioning of the Board Committees, as required in terms ofSection 134 (3) (p) of the Act. The performance evaluation ofthe Board and individual Directors was based on criteriaapproved by the Nomination and Remuneration Committee.The Directors expressed their satisfaction with the overallevaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2016, 7(Seven) meetings of theBoard were held on 29th May 2015, 17th July 2015, 7th August 2015,7th November 2015, 14th November 2015, 8th February 2016 and 30th

March 2016.

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with thefollowing members:Audit Committee Mr. Vidya Sagar Bhatia, Chairman

Mr. Divesh Kumar Bajaj, MemberMr. Gaurav Mutreja, Member

Nomination and Mr. Vidya Sagar Bhatia, ChairmanRemuneration Ms. Pooja Bhatia, MemberCommittee Mr. Gaurav Mutreja, MemberStakeholders Mr. Vidya Sagar Bhatia, ChairmanRelationship Mr. Mukesh Kumar Sukhija, MemberCommittee Mr. Gaurav Mutreja, Member

6. Directors’ Responsibility Statement

As required under Section 134(5) of the Act, your Directors confirmhaving: -

i) followed in the preparation of the Annual Accounts, theapplicable Accounting Standards with proper explanationrelating to material departures, if any;


ii) selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of theprofit of the Company for that period;

iii) taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of your Company andfor preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance withthe provisions of all applicable laws and such systems areadequate and operating effectively.

vi) having laid down the internal financial controls to be followedby the Company and such internal financial controls areadequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSELimited (BSE) and listing fee for 2016-2017 is due for payment. AsExit Order was passed by SEBI against UPSE on 09/06/2015 andagainst Gauhati Stock Exchange on 27/01/2015, thereby renderingboth the Stock Exchanges non operational.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL,the ISIN allotted to the Company is INE661Q01017.

10. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI(Listing Obligations andDisclosure Requirements) Regulations, 2015, the provision ofRegulation 27 of the SEBI(Listing Obligations and DisclosureRequirements) Regulations, 2015 are not applicable to the Companysince the paid up capital of the Company is below 10 crores andalso the net worth of the Company is below 25 Crores. Thus, the


Company is not required to attach the Corporate Governance reportwith the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the yearunder review, there were no cases filed pursuant to SexualHarassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.

None of the employees of your Company is covered under theprovisions of Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014.

12. RISK MANAGEMENT

The Board has approved the Risk Management Policy of theCompany. The Company’s risk management framework is designedto address risks intrinsic to operations, financials and compliancesarising out of the overall strategy of the Company. The Companymanages, monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its objectives. The responsibilityfor management of risks vests with the Managers/ officers responsiblefor the day-to-day conduct of the affairs of the Company. Risk focusedaudits are carried out periodically by the Internal Auditors, which leadto identification of areas where risk management processes need tobe strengthened. Annual update is provided to the Board on theeffectiveness of the Company’s risk management systems andpolicies.

13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDITThe Company has adequate internal financial controls with respectto the financial statements, commensurate with the size and scale ofthe operations of the Company. During the year such controls weretested and no reportable material weakness in operation has beenobserved. Internal audit of the Company has been carried out duringthe year. The Audit Committee reviews the internal audit findings,provides guidance on internal controls and ensures that the internalaudit recommendations are implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThe Company is a Non Banking Financial Company, registered withthe Reserve Bank of India, thus the provisions of the Section 186 ofthe Companies Act, 2013 do not apply to the Company.


15. RELATED PARTY TRANSACTIONSDuring the year ended 31st March, 2016, all the contracts /arrangements/ transactions entered by the Company during thefinancial year with related parties were in ordinary course of business/ on an arm’s length basis.The details in Form AOC-2 of material transactions entered into bythe company with its related party are provided in Annexure: II tothis Report.The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is availableon the websi te of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS / COURTS / TRIBUNALSDuring the year under review, no significant or material orders werepassed by the Regulators / Courts / Tribunals which would impactthe going concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in FormMGT-9 are provided under Annexure: III to this Report.

18. AUDITORS AND AUDIT REPORTThe Company’s Auditors, M/s Satyendra Mrinal & Associates,Chartered Accountants, were appointed at the 27th AGM to hold suchoffice till the conclusion of the 30th AGM. Your Board, in terms ofSection 139 of the Act, on the recommendation of the AuditCommittee, has recommended for the ratification of the Membersthe appointment of M/s Satyendra Mrinal & Associates, CharteredAccountants as Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusionof the next AGM of the Company to be held in the year 2017. TheBoard, in terms of Section 142 of the Act, on the recommendation ofthe Audit Committee, has also recommended for the approval of theMembers for the appointment of M/s Satyendra Mrinal & Associatesfor the financial year 2016-17.


The comments made by the Auditors’ in their Report are selfexplanatory and do not call for any further comments. The Auditors’Report does not contain any qualification, reservation or adverseremark.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:Steps taken on conservation of energy and impact thereof: Efforts toconserve electricity by operating only necessary lights, fittings andfixtures were made during the financial year 2015-16.Steps taken by the company for utilizing alternate sources of energy:NilCapital investment on energy conservation equipment: Nil.TECHNOLOGY ABSORPTION:(I) Efforts, in brief, made towards technology absorption and

benefits derived as a result of the above efforts, e.g. productimprovement, cost reduction, product development, importsubstitution, etc : Nil

(II) In case of imported technology (imported during the last 3 yearsreckoned from the beginning of the financial year), followinginformation may be furnished:

a) Details of technology imported - Nil

b) Year of import –Nil

c) Whether the technology been fully absorbed - NIL

d) If not fully absorbed, areas where absorption has nottaken place, and the reasons therefore – NIL

(iii) Expenditure incurred on research and development – Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow duringthe year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company


has appointed Ms. Anju Yadav, Practicing Company Secretary as theSecretarial Auditor of the Company for the financial year 2015-16.The Secretarial Audit Report given by Ms. Anju Yadav, PracticingCompany Secretary is provided under Annexure: IV to this Report.

The comments made by the Secretarial Auditor are self explanatoryand do not require any further comments. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in termsof section 177 (9) of the Companies Act, 2013 read with the provisionsof the Listing Agreement with the Stock Exchange(s) and therebyalso incorporates Whistle Blower Policy. That as per the said policyprotected disclosures can be made by the whistle blower to thededicated e-mail / telephone line/ letter to Chairman of AuditCommittee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approvedby the Board is available on the website of the Company at weblinkhttp://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for theassistance and corporation received from the financial institutions,banks, Government authorities, customers, vendors and membersduring the year under review. Your directors also wish to place onrecord their deep sense of appreciation for the committed servicesby the Company’s executives, staff and workers.

For & on behalf of Board of DirectorsVani Commercials Limited

Divesh Kumar Bajaj Mukesh Kumar SukhijaDate: 24th May, 2016 Managing Director & CFO DirectorPlace: New Delhi DIN: 01118288 DIN: 01038078



‘Annexure -I’NOMINATION & REMUNERATION POLICY

(DIRECTORS, KMP & SENIOR MANAGEMENT)

INTRODUCTION

In pursuance of the Company’s philosophy to consider its employees as itsinvaluable assets, to pay equitable remuneration to all Directors, KeyManagerial Personnel (KMP) and employees of the Company, to harmonizethe aspirations of human resources consistent with the goals of the Companyand, in terms of the provisions of the Companies Act, 2013, this policy onnomination and remuneration of Directors, Key Managerial Personnel andSenior Management has been formulated by the Nomination &Remuneration Committee and approved by the Board of Directors.

OBJECTIVE

The objective and purpose of the Policy are as given below:1. To lay down criteria and terms and conditions with regard to identifying

persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Managementand Key Managerial positions and to determine their remuneration.

2. To carry out evaluation of the performance of Directors, as well asKey Managerial and Senior Management Personnel.

3. To provide them reward linked directly to their effort, performance,dedication and achievement of Organization’s goals as entrusted onthem.

4. To retain, motivate and promote talent and to ensure long termretention of talented managerial persons and create competitiveadvantage. In the context of the aforesaid objectives the followingpolicy has been framed and recommended by the Nomination &Remuneration Committee and adopted by the Board of Directors.

PART – APOLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP ANDSENIOR MANAGEMENTAPPOINTMENT1. The candidate for a position at Director, KMP or Senior Management

level is met by the Managing Director in consultation with the otherDirectors. The interview is targeted at assessing the candidate on


his/ her functional & leadership capabilities and cultural fitment to theorganization.

2. The MD assesses the shortlisted candidates.3. The selected candidate’s details and the proposed compensation is

shared with the Nomination & Remuneration Committee for theirreview and suggestions. The same is shared with the Board at thenext board meeting.

TERM/ TENURE

The tenure for Directors shall be governed by the terms defined in theCompanies Act, 2013. However, the tenure for other KMP and SeniorManagement Personnel will be governed by terms of Appointment inaccordance with the Recruitment Policy of the Company.

EVALUATION

The performance of the KMP and Senior Management Personnel isevaluated at regular intervals (half yearly/ yearly) by the Managing Director.The performance evaluation of Independent Directors shall be done by theBoard, excluding the Director being evaluated, basis the contributions madeto the Board deliberations on various matters including business strategy,financial strategy, operations, cost and risk management, etc., andsuggestions given in this regard.

REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act,2013, rules made thereunder or under any other applicable Act, rules andregulations, the Managing Director may recommend, to the Committee andthe Board with reasons recorded in writing, removal of a Director, subjectto the provisions and compliance of the said Act, rules and regulations.

For other KMP or Senior Management Personnel, the removal will begoverned by the terms of Appointment in accordance with the RecruitmentPolicy of the Company and the subsequent approval of the ManagingDirector.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as perthe applicable provisions of the Companies Act, 2013 and the prevailingpolicy of the Company. The Managing Director will have the discretion to


retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for thebenefit of the Company.

PART – B

POLICY RELATING TO EVALUATION AND REMUNERATION OF THEKMP AND SENIOR MANAGEMENT PERSONNEL

EVALUATION PROCESS:

The three Point Rating scale for performance review of Executive Director,KMP, and Senior Management is to be followed:1. Rating on Basic Job Responsibilities: indicating whether the basic

job responsibilities have been met during the year.2. Rating on Goals: Annual rating on each goal on a five-point scale.

Weighted average of the ratings is calculated to arrive at a ‘WeightedGoal Score’.

3. Rating on Capabilities Factors: The qualitative aspects of theperformance is assessed using the Capabilities Factors by thesupervisor on a five-point scale.

Based on a holistic view of the Three Point Rating, the supervisor providesan overall Rating. This rating is reviewed by the Managing Director alongwith the immediate reporting officer, who does a Qualitative review of theperformance based on the efforts put in by the employee, results achievedand impact of the external and internal factors, to arrive at a ‘Final AnnualRating’.

The revision in the total remuneration is directly linked to the ‘Final AnnualRating’ for all employees.1. The remuneration/ compensation/ commission etc. to the KMP and

Senior Management Personnel will be determined by the ManagingDirector in consultation with other Directors (except the IndependentDirectors) in accordance with the Recruitment Policy of the Company,which is based upon the Final Annual Rating, employee potentialand market benchmark compensation. The revised remuneration isshared with the Nomination & Remuneration Committee for review.

2. The remuneration/ compensation/ commission etc. shall be subjectto the prior/ post approval of the shareholders of the Company andCentral Government, wherever required.



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‘Annexure-III’Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31/03/2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :i ) CIN L74899DL1988PLC106425ii) Registration Date 24/02/1988iii) Name of the Company VANI COMMERCIALS LIM ITEDiv) Category / Sub-Category of the Company Public Company, Limited by shares, NBFC &

Company having Share Capita lv ) Address of the Registered office and contact deta ils AASTHA, LP - 11C, PITAMPURA,

NEW DELHI – 110034Telephone : 011-27324080 Fax Number : 011-27324070Email : in fo@vanicommercia ls.com

vi ) Whether l isted company Ye svii) Name and Address of Registrar &

Transfer Agents ( RTA )Name of Registrar & Transfer Agents Skyline Financial Services Pr ivate L imitedAddr ess D-153 A, 1st Floor, Okhla Industr ia l Area, Phase- ITown / City New Delh iState DelhiPin Code 110020Telephone +91-(0)11-6473 2681/ 6473 2682Fax Number +91-(0)11-2681 2682Email Address admin@skyl iner ta .com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :All the business activities contributing 10 % or more of the total turnover of the company shall bestated:-SN Name and Description of NIC Code of the % to total turnover

main products / services Product/ service of the company1 Other credit granting 64920 94.81

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :SNo. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable Section

Subsidiary/Associates

Not Any


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):A. Category-wise Share Holding

N o . o f S h ar es h e ld a t t h e b eg in n in g o f t h e year N o . o f S h a r e s h e l d a t t h e e n d o f t h e y e a rC at egory of Shar ehol der s Demat Physical Total % of Demat Physical Total % of % Change

Total Shares Total Shares during the yearA. Promoters(1) Indiana) Individual/HUF 244600 316800 561400 13.63 244600 0 244600 5.94 -7.69b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt (s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 0 0 0 0 0 0 0 0 0e) Banks / FI 0 0 0 0 0 0 0 0 0f) Any Other…. 0 0 0 0 0 0 0 0 0Sub-total (A) (1):- 244600 316800 561400 13.63 244600 0 244600 5.94 -7.69(2) Foreigna) NRIs – Individuals 0 0 0 0 0 0 0 0 0b) Other – Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any Other…. 0 0 0 0 0 0 0 0 0Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0Total shareholding of Promoter(A) = (A)(1)+(A)(2) 244600 316800 561400 13.63 244600 0 244600 5.94 -7.69B. Public Shareholding1. Insti tutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 0 0 0 0 0 0 0 0c) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIs 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0Sub-total (B)(1):- 0 0 0 0 0 0 0 0 02. Non-Institutionsa) Bodies Corp.i) Indian 1020000 67430 1087430 26.40 1020000 67430 1087430 26.40 0ii) Overseas 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders holdingnominal share capital upto Rs. 1 lakh 59000 424070 483070 11.72 88200 444070 532270 12.92 1.2ii) Individual shareholders holdingnominal share capital in excess ofRs 1 lakh “ 1049200 688700 1737900 42.18 1020000 985500 2005500 48.68 6.5c) Others (specify) 250000 0 250000 6.07 250000 0 250000 6.07 0Sub-total (B)(2):- 2378200 1180200 3558400 86.37 2378200 1497000 3875200 94.06 7.69Total Public Shareholding(B)=(B)(1)+(B)(2) 2378200 1180200 3558400 86.37 2378200 1497000 3875200 94.06 7.69C. Shares held by Custodianfor GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0Grand Total (A+B+C) 2622800 1497000 4119800 100.00 2622800 1497000 4119800 100.00 0.00


S. Shareholder ’s Name No. of % of % of shares No. of % of % of shares % changeNo. Shares tota l pledged/ Shares tota l pledged/ in share

Shares encum- shares of encum- hold-of the bered to the bered to ing during

company tota lshares company tota lshares the year1 Mr.Shiv Kumar Khanna 38400 0.93 0.00 0 0 0.00 -0.932 Mr.Harish Khanna 38400 0.93 0.00 0 0 0.00 -0.933 Mr.Rajesh Khanna 38400 0.93 0.00 0 0 0.00 -0.934 Mr.Deepak Khanna 38400 0.93 0.00 0 0 0.00 -0.935 Smt.Veena Khanna 38400 0.93 0.00 0 0 0.00 -0.936 Smt.Vibha Khanna 86400 2.10 0.00 0 0 0.00 -2.107 Smt.Krishnawati Khanna 38400 0.93 0.00 0 0 0.00 -0.938 Mr. Gaurav Sukhija 59000 1.43 0.00 59000 1.43 0.00 0.009 Mr. Gaurav Bhatia 9200 0.22 0.00 9200 0.22 0.00 0.0010 Mrs. Rashmi Sukhija 29000 0.70 0.00 29000 0.70 0.00 0.0011 Mr. O.P Sukhija 59400 1.44 0.00 59400 1.44 0.00 0.0012 Mrs. Raj Kanta Sukhija 59200 1.44 0.00 59200 1.44 0.00 0.0013 Mrs. Komal Sukhija 9500 0.23 0.00 9500 0.23 0.00 0.0014 Ms. Neelam Bhatia 9800 0.24 0.00 9800 0.24 0.00 0.0015 Mrs. Shilpa Bhatia 9500 0.23 0.00 9500 0.23 0.00 0.00

Shareholding at the beginning of the year Shareholding at the end of the yearB. Shareholding of Promoters

C. Change in Promoters’ Shareholding

S. Name Particulars No. of % of No. of % ofNo. Shares total Shares total

Shares shares ofof the the

company companySame as mentioned in ‘B’ above

Shareholding at the beginning of the year Shareholding at the end of the year


D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

S. Name Particulars No. of % of No. of % ofNo. Shares total Shares total

Shares shares ofof the the

company company1 Nau Nidh Finance Limited Body 1000000 24.27 1000000 24.27

Corporate2 Tarsem Singh Individual 110000 2.67 110000 2.673 Jitender Kumar Individual 110000 2.67 110000 2.674 Sukhdev Singh Dhillon Individual 110000 2.67 110000 2.675 Pradeep Kumar Individual 110000 2.67 110000 2.676 Sandeev Kumar Individual 110000 2.67 110000 2.677 Vijay Kumar Individual 100000 2.43 100000 2.438 Hardeep Singh Wahla Individual 100000 2.43 100000 2.439 Surjeet Singh Individual 100000 2.43 100000 2.4310 Bohar Singh Individual 100000 2.43 100000 2.4311 Baljinder Kaur Individual 100000 2.43 100000 2.43

Shareholding at the beginning of the year Cumulative Sharehold ing during the year

E. Shareholding of Directors and Key Managerial Personnel

S. Name Particulars No. of % of No. of % ofNo. Shares total Shares Shares total shares

of the company of the companyNot Any

Shareholding at the beginning of the year Cumulative Shareholding during the year

V. INDEBTEDNESS:Particulars Secured Loans Unsecured Deposi ts Total

excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 0.00 0.00 0.00 0.00ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not due 0.00 0.00 0.00 0.00Total (i+ii+iii) 0.00 0.00 0.00 0.00

Change in Indebtedness during the financial yearAddition 0.00 1000000.00 0.00 1000000.00Reduction 0.00 0.00 0.00 0.00Net Change 0.00 1000000.00 0.00 1000000.00

Indebtedness at the end of the financial yeari) Principal Amount 0.00 1000000.00 0.00 1000000.00ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not due 0.00 0.00 0.00 0.00Total (i+ii+iii) 0.00 1000000.00 0.00 1000000.00


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

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

Gross Salary CommissionS. Name of (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others Total CeilingNo. MD/WTD/ per provisions perquisites in lieu of Option Equity profit as per

Manager contained u/s 17(2) salary the Actin section Income-tax under17(1) of the Act, 1961 sectionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

1. Mr. Divesh Kumar Bajaj 8,00,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil

B. Remuneration to other directors

Independent Directors Other Non-Executive DirectorS. Name of Fee for Commission Others Total 1 Fee for Comm- Others Total Total Total Over-No. Director attending attend- ission (2) (1+2) Mana- all

board/ ing gerial Ceilingcommittee board Remu- as permeetings commi- nerat- the Act

ttee ionmeet-ings

NOT ANY

c. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Gross Salary CommissionS. Name of Key (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others TotalNo. Managerial per provision perquisites in lieu of Option Equity profit

Personnel contained u/s 17(2) salaryin section Income-tax under17(1) of the Act, 1961 sectionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

1. P raveen K umar 60,000 Nil Nil Nil Nil Nil Nil Nil 60,000(CompanySecretary)resignedw.e.f. 17thJuly 2015

2. Nitin Gupta 20,000 Nil Nil Nil Nil Nil Nil Nil 20,000(CompanySecretary)resignedw.e.f. 30thJuly 2015


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Detail of Authority [RD/NCLT] Appeal made, if anyexcluding deposits Description Penalty /Punishment/ Court] (give Details)

Compoundingfees imposed

A. COMPANYPenaltyPunishment NOT ANYCompoundingB. DIRECTORSPenaltyPunishment NOT ANYCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishment NOT ANYCompounding





‘Annexure-IV’FORM NO. MR – 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2016

[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]

The Members,M/s Vani Commercials LimitedC/o ‘AASTHA’, LP-11C, Pitampura,New Delhi – 110034

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s VANICOMMERCIALS LIMITED, a Company incorporated under the provisions ofthe Companies Act, 1956 and having its registered office at ‘AASTHA’, LP-11C, Pitampura, New Delhi - 110034 (hereinafter referred to as the ‘Company’)for the period commencing from 1st April 2015 till 31st March 2016 (hereinafterreferred to as the ‘Audit Period’). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinions thereon.

Based on my verification of the books, papers, minute books, forms and returnsfiled and other records maintained by the Company and also the informationprovided by the company, its officers, agents and authorised representativesduring the conduct of secretarial audit, I hereby report that in my opinion, theCompany has, during the audit period covering the financial year ended on31st March 2016 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

I have examined the books, papers, minute books, forms and returns filedand other records maintained by the Company for the financial year ended on31st March 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;Vani Commercials Limited Annual Report 2015-16 31

(ii) The Reserve Bank of India Act, 1934;

(iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rulesmade thereunder;

(iv) The Depositories Act, 1996 and the Regulations and Bye-laws framedthereunder;

(v) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992 as applicable upto 14th May 2015;

(c) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015, as applicable since 15th May 2015;

(d) The Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as applicablesince 1st December 2015;

(e) The Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents) Regulations, 1993 regardingthe Companies Act and dealing with client;

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

(i) The Secretarial Standards issued by The Institute of CompanySecretaries of India effective 1st July, 2015

(ii) The Equity Listing Agreement with the BSE Limited (BSE), which wereapplicable upto 30th November, 2015 and thereafter SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 from 1st

December, 2015. It is pertinent to mention here that since SEBI haspassed exit order in respect of Gauhati Stock Exchange Limited (GSEL)and UP Stock Exchange Limited (UPSEL) on 27th January 2015 & 9th


June, 2015 respectively therefore the communications with respect tolisting compliances are sent only to BSE after 9th June, 2015.

During the period under review the Company has complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards etc. as mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balanceof Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period underreview were carried out in compliance with provisions of the Act.

Adequate notice is given to all directors for the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarificationson the agenda items before the meeting for meaningful participation at themeeting.

All decisions at Board Meetings and Committee Meetings were carried outunanimously/by majoirity as recorded in the minutes of the meetings of theBoard of Directors or Committee of the Board, as the case may be.

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

I further report that during the audit period the Company has had no specificevents/actions that have a major bearing on the Company’s affairs in pursuanceof the above referred laws, rules, regulations, guidelines, standards, etc.

Anju YadavPracticing Company Secretary

Place: New Delhi ACS: 32111Dated: 10th May, 2016 CP: 12035Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.


Annexure A’To,The Members,M/s Vani Commercials LimitedC/o ‘AASTHA’, LP-11C, Pitampura,New Delhi - 110034

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the managementof the company. My responsibility is to express an opinion on thesesecretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contentsof the Secretarial records. The verification was done on the randomtest basis to ensure that correct facts are reflected in secretarial records.I believe that the processes and practices, I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representationabout the compliance of laws, rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate and other applicablelaws, rules, regulations, standards is the responsibility of management.My examination was limited to the verification of procedures on therandom test basis.

6. The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the company.

Anju YadavPracticing Company Secretary

Place: New Delhi ACS: 32111Dated: 10th May, 2016 CP: 12035


MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe Company’s main object is Non-banking Finance activities. The marketfor this activity offers high potential for growth. The Company is carried onthe business of NBFI and is operating from Delhi. There have been a numberof causes behind growth of Indian economy in last couple of years. A numberof market reforms have been instituted by Indian government and therehas been significant amount of foreign direct investment made in India.Much of this amount has been invested into several businesses includingknowledge process outsourcing industries. India’s foreign exchangereserves have gone up in last few years. Real estate sector as well asinformation technology industries of India have taken off. Capital marketsof India are doing pretty well too. All these factors have contributed to growthof Indian economy.

BUSINESS SCENARIONon-Banking Finance Companies (NBFCs) are an integral part of thecountry’s financial system because of their complementary as well ascompetitive role. They act as a critical link in the overall financial systemcatering to a large market of niche customers. Inspite of strong competitionfaced by the NBFCs, the inner strength of NBFCs viz local knowledge,credit appraisal skill, well trained collection machinery, close monitoring ofborrowers and personalized attention to each client, are catering to theneeds of small and medium enterprises in the rural and semi urban area.However, as a result of consolidation and restructuring in the financial sectorand liberalisation and globalisation of markets only few strong NBFCs nowremain in business.

On the regulatory front, NBFCs are regulated by the Reserve Bank of India(RBI) almost at par with banks. All the prudential norms for assetclassification, income recognition, provisioning etc., are applicable to NBFCsin India. Given the continuously high levels of inflation throughout the year,the Reserve Bank of India (RBI) has no option but tighten monetary policies.This has resulted in an increase in domestic interest rates. The environmentof high interest rates has a negative impact on sentiments of industries.Measures of risk aversion have not risen, though equity markets in mostregions have posted significant gains and financial stresses have beenlimited.

OPPORTUNITIES AND THREATSThe performance of capital market in India has a direct correlation with


the prospect of economic growth and political stability. Though the growthprojections for FY 2015-16 appear reassuring, there are certain downsiderisks such as pace and shape of global recovery, effect of withdrawal offiscal stimulus and hardening of commodity prices. Accommodativemonetary policies in advanced economies, coupled with better growthprospects in Emerging Markets (EMs) including India, are expected totrigger large capital inflows in EMs which in turn could lead to inflationarypressures and asset price bubble. Our business performance may also beimpacted by increased competition from local and global players operatingin India, regulatory changes and attrition of employees. With growingpresence of players offering advisory service coupled with provision offunds for the clients’ needs, we would face competition of unequal proportion.We continuously tackle this situation by providing increasingly superiorcustomized services.

In financial services business, effective risk management has become verycrucial. As an NBFI, your Company is exposed to credit risk, liquidity riskand interest rate risks. Your company has in place suitable mechanismsto effectively reduce such risks. All these risks are continuously analysedand reviewed at various levels of management through an effectiveinformation system. The Company is having excellent Board of Directorswho are Expert in financial sector, and are helping the Company in makinggood Investment. The company is also facing risk of heavy ups and downin stock market which have been minimized due to risk management systemof our company.

OUTLOOK AND FUTURE PROSPECTS

Competition continues to be intense, as the Indian and foreign banks haveentered the retail lending business in a big way, thereby exerting pressureon margins. The erstwhile providers of funds have now become competitors.NBFIs can sustain in this competitive environment only through optimizationof funding costs, identification of potential business areas, wideninggeographical reach, and use of technology, cost efficiencies, strict creditmonitoring and raising the level of customer service.

RISKS & CONCERNS

In today’s complex business environment, almost every business decisionrequires executives and managers to balance risk and reward. Effectiverisk management is therefore critical to an organization’s success.Globalization, with increasing integration of markets, newer and more


complex products & transactions and an increasingly stringent regulatoryframework has exposed organisations to newer risks. As a result, today’soperating environment demands a rigorous and integrated approach torisk management. Timely and effective risk management is of primeimportance to our continued success. Increased competition and marketvolatility has enhanced the importance of risk management. Thesustainability of the business is derived from the following:

l Identification of the diverse risks faced by the company.l The evolution of appropriate systems and processes to measure and

monitor them.l Risk management through appropriate mitigation strategies within

the policy framework.l Monitoring the progress of the implementation of such strategies and

subjecting them to periodical audit and review.l Reporting these risk mitigation results to the appropriate managerial

levels.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TOOPERATIONAL PERFORMANCE

The brief on Financial Performance of the Company is already provided inthe Boards’ Report of the Company.

HUMAN RESOURCES

The Company’s relations with the employees continued to be cordial.

SEGMENT-WISE OR PRODUCT WISE PERFORMANCE

The company operates in only single segment. Hence segment wiseperformance is not applicable.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective system of accounting and administrativecontrols supported by an internal audit system with proper and adequatesystem of internal check and controls to ensure safety and proper recordingof all assets of the Company and their proper and authorised utilization.

As part of the effort to evaluate the effectiveness of the internal controlsystems, your Company’s internal audit department reviews all the controlmeasures on a periodic basis and recommends improvements, whereverappropriate. The internal audit department is manned by highly qualified


and experienced personnel and reports directly to the Audit Committee ofthe Board. The Audit Committee regularly reviews the audit findings as wellas the, an Information Security Assurance Service is also provided byindependent external professionals. Based on their recommendations, theCompany has implemented a number of control measures both inoperational and accounting related areas, apart from security relatedmeasures.

CAUTIONARY STATEMENT

This report describing the companies activities, projections about futureestimates, assumptions with regard to global economic conditions,government policies, etc. may contain “forward looking statements” basedon the information available with the company. Forward-looking statementsare based on certain assumptions and expectations of future events. Thesestatements are subject to certain risks and uncertainties. The companycannot guarantee that these assumptions and expectations are accurateor will be realized. The actual results may be different from those expressedor implied since the company’s operations are affected by the many externaland internal factors, which are beyond the control of the management.Hence the company assumes no responsibility in respect of forward-lookingstatements that may be amended or modified in future on the basis ofsubsequent developments, information or events.

Company follows all Mandatory Accounting Standards.





INDEPENDENT AUDITOR’S REPORTTo the Members of VANI COMMERCIALS LIMITEDReport on the Financial Statements1. We have audited the accompanying financial statements of VANICOMMERCIALS LIMITED (“the Company”), which comprise the Balance Sheetas at March 31, 2016, the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of significant accountingpolicies and other explanatory information.Management’s Responsibility for the (Standalone) * FinancialStatements2. The management and Board of Directors of the Company are responsiblefor 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 trueand fair view of the financial position, financial performance and cash flows ofthe Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 ofthe Act, read with rule 7 of Companies (Accounts) Rules, 2014. Thisresponsibility includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; design, implementation andmaintenance of adequate internal financial controls, that are operatingeffectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whetherdue to fraud or error.Auditor’s Responsibility3. Our responsibility is to express an opinion on these financial statementsbased on our audit. We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rulesmade thereunder. We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are freefrom material misstatement.4. An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the financial statements. The procedures


selected depend on the auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements, whether due tofraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financialstatements, that give a true and fair view, in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressingan opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness ofsuch controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimatesmade by the Company’s management and Board of Directors, as well asevaluating the overall presentation of the financial statements.5. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.Opinion6. In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid financial statements give the informationrequired by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2016, its profit and its cashflows for the year ended on that date.Report on Other Legal and Regulatory Requirements7. As required by the Companies (Auditor’s Report) Order, 2016 (“theOrder”) issued by the Central Government of India in terms of sub-section(11) of section143 of the Act, we give in the Annexure a statement on thematters Specified in paragraphs 3 and 4 of the Order.8. As required by section 143(3) of the Act, we further report that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary forthe purpose of our audit;

b) in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examinationof those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement dealt with by this Report are in agreement with thebooks of account;

d) in our opinion, the aforesaid financial statements comply with theapplicable Accounting Standards specified under Section 133 of


the Act, read with Rule 7 of the Companies (Accounts) Rules2014;

e) on the basis of written representations received from the directorsas on March 31, 2016, and taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31,2016, from being appointed as a director in terms of Section 164(2)of the Act;

f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate report inAnnexure-B; and

g) In our opinion and to the best of our information and according tothe explanations given to us, we report as under with respect toother matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations whichwould impact its financial position.

ii. The Company did not have any long-term contractsincluding derivative contracts; as such the question ofcommenting on any material foreseeable losses thereondoes not arise.

iii. There has not been an occasion in case of the Companyduring the year under report to transfer any sums to theInvestor Education and Protection Fund. As such thequestion of delay in transferring such sums does not arise.

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

S. K. JainPartner

Place: New Delhi M.No. 086103Date : 24/05/2015


Annexure A-referred to in paragraph 7 Our Report of even date to themembers of VANI COMMERCIALS LIMITED on the accounts of thecompany for the year ended 31st March, 2016On the basis of such checks as we considered appropriate and according tothe information and explanations given to us during the course of our audit,we report that:i. (a) The Company has maintained proper records showing full

particulars, including quantitative details and situation of fixedassets ;

(b) As explained to us, fixed assets have been physically verified bythe management at regular intervals; as informed to us nomaterial discrepancies were noticed on such verification;

(c) As the Company has not acquired any movable property duringthe year under audit, no comments under the sub-clause arerequired;

ii. The Company does not have any inventory. Hence, the requirement ofclause (ii) of paragraph 3 of the said Order is not applicable to theCompany.

iii. The company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintainedunder section 189 of the Act. However, the Company has given a sumof 35,00,000/- as Share Application Money to one of the related partiesand the Company is yet to receive the shares.

iv. The Company being a Non Banking Financial Company duly registeredwith the Reserve Bank of India, the provisions of the Section 185 & 186are not applicable to the Company.

v. The provisions of 73 to 76 of the Companies Act, 2013 are not applicableto the Company, being a Non Banking Finance Company.

vi. As informed to us, the Central Government has not prescribedmaintenance of cost records under sub-section (1) of Section 148 ofthe Act

vii. (a) According to the information and explanations given to us andbased on the records of the company examined by us, thecompany is regular in depositing the undisputed statutory dues,including Income-tax and other statutory dues, as applicable, withthe appropriate authorities in India ;

(b) According to the information and explanations given to us andbased on the records of the company examined by us, there are


no dues of Income Tax which have not been deposited on accountof any disputes. However the remaining taxes specified underthe said sub-clause are not applicable to the Company.

viii. According to the records of the company examined by us and as perthe information and explanations given to us, the company has notavailed of any loans from any financial institution, banks or Governmentand has not issued debentures, during the year under audit.

ix. The Company during the year under review has not raised any moneyby way of Initial Public Offer or further public offer (including debtinstruments) and the Company has not raised/taken any terms loans.

x. As per the information/explanation submitted to us no fraud by theCompany or any fraud on the Company by its officers or employees hasbeen noticed or reported, during the year.

xi. The Company has complied with the provisions of the Section 197 readwith Schedule V of the Companies Act, 2013.

xii. The Company is not a nidhi Company thus no comments are required.xiii. The Company has entered into the transaction with the related parties

as stated hereunder:A. Rent 1,50,000/-to the Director (Mukesh Kumar Sukhija)xiv. The Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during theyear under audit.

xv. The Company has not entered into any non cash transactions withdirectors or persons connected with him during the year under audit.

xvi. The Company is a Non Banking Finance Company duly registered withthe Reserve Bank of India under Section 45 IA of the Reserve Bank ofIndia Act, 1934.

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

S. K. JainPartner

Place: New Delhi M.No. 086103Date : 24/05/2016


Annexure B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of Companies Act, 2013 (‘the Act”)

We have audited the internal financial controls over financial reporting ofVani Commercials Limited (‘the Company) as of 31st March, 2016 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financialreporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Instituteof Chartered Accountants of India (‘ICAI”). These responsibilities includethe design, implementation and efficient maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherence to the Company’spolicies, the safeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information, as required underthe Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internalfinancial controls over financing reporting based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the “Guidance Note”) and the Standardson Auditing, issued by ICAI and deemed to be prescribed under Section143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reportingwere established and maintained and if such controls operated effectivelyin all material respects.


Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reportingand their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internalfinancial controls over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors’ judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company’s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. ACompany’s internal financial control over financial reporting includes thosepolicies and procedures that

(1) Pertain to the maintenance of that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets ofthe Company;

(2) Provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and the receipts andexpenditures of the Company are being made only in accordancewith authorizations of the Management and directors of the Company;and

(3) Provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use, or disposition of theCompany’s asset that could have a material effect on the financialstatements.


Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls over financialreporting, including the possibility of collusion or improper managementoverride of controls, material misstatements, due to error or fraud mayoccur and not be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future reporting to future periodsare subject to the risk that the internal financial control over financial reportingmay become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequateinternal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at31st March, 2016, based on the internal control over financial reporting criteriaestablished by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Satyendra Mrinal and AssociatesChartered Accountants

FRN: 017068N

S.K. JAINPlace: New Delhi PartnerDate: 24/05/2016 M.NO.086103


I. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 2 41,198,000.00 41,198,000.00(b) Reserves and Surplus 3 67,424.00 (152,584.00)(c) Money received against share warrants - 41,265,424.00 - 41,045,416.00

(2) Shares pending allotment(3) Non-Current Liabilities

(a) Long-term borrowings 4 1,000,000.00 -(b) Deferred tax liabilities (Net) 5 1,095.00 1,486.00(c) Other Long term liabilities - -(d) Long term provisions 6 51,482.00 1,052,577.00 - 1,486.00

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables 7 45,000.00 40,000.00(c) Other current liabilities 8 869,468.00 666,907.00(d) Short-term provis ions 9 45,166.00 959,634.00 44,738.00 751,645.00

Total 43,277,635.00 41,798,547.00II. ASSETS

(1) Non-current assets(a) Fixed assets 1 0 (i) Tangible assets 85,835.00 79,648.00 (ii) Intangible assets - - (iii) Capi tal work-in-progress - - (iv) Intangible assets under development - -(b) Non-current investments 11 19,568,500.00 19,568,500.00(c) Deferred tax assets (net) - -(d) Long term loans and advances 1 2 20,592,777.00 18,816,517.00(e) Other non-current assets 1 3 296,720.00 40,543,832.00 445,080.00 38,909,745.00

(2) Current assets(a) Current investments - -(b) Inventories - -(c) Trade receivables - -(d) Cash and cash equivalents 1 4 1,053,027.00 1,045,746.00(e) Short-term loans and advances 1 5 340,000.00 800,000.00(f) Other current assets 1 6 1,340,776.00 2,733,803.00 1,043,056.00 2,888,802.00

Total 43,277,635.00 41,798,547.00Significant Accounting Policies and otherinformation on financial Statements 1-31

Amount in Particulars Note As At As At

No. 31.03.2016 31.03.2015

VANI COMMERCIALS LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2016

As per our Report of even date For and on behalf of the Board of DirectorsFor Satyendra Mrinal & Associates For Vani Commercials LimitedChartered AccountantsFRN: 017068NS.K. Jain Divesh Kumar Bajaj Mukesh Kumar Sukhija Praveen KumarPartner Managing Director & CFO Director Company SecretaryM.No. 086103 DIN: 01118288 DIN: 01038078 M.No. : A32898Place : New DelhiDated : 24th May 2016Vani Commercials LimitedRegd. Off.: ‘AASTHA’, LP – 11C,Pitampura, New Delhi – 110034CIN: L74899DL1988PLC106425Email ID:[email protected]


VANI COMMERCIALS LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2016

Amount in Particulars Note 2015-16 2014-15

No.I. Revenue from operations 25 2,834,049.00 2,160,955.00II. Other Income 26 155,187.00 114,745.00III. Total Revenue I+II 2,989,236.00 2,275,700.00IV. Expenses:Employee benefit expense 27 1,281,450.00 545,000.00Financial costs 28 573.00 1,196.00Depreciation and amortization expense 29 42,813.00 13,325.00Other expenses 30 1,296,508.00 1,389,911.00IV. Total Expenses 2,621,344.00 1,949,432.00V. Profit before exceptional and extraordinary items and tax III-IV 367,892.00 326,268.00VI. Exceptional Items - -VII. Profit before extraordinary items and tax V-VI 367,892.00 326,268.00VIII. Extraordinary Items - -IX. Profit before tax VII-VIII 367,892.00 326,268.00X. Tax expense:(1) Current tax 96,793.00 82,055.00(2) Deferred tax (391.00) 1,486.00(3) Provision for standard assets of NBFCs 51,482.00 -XI. Profit(Loss) from the perid from continuing operations IX-X 220,008.00 242,727.00XII. Profit/(Loss) from discontinuing operations - -XIII. Tax expense of discounting operations - -XIV. Profit/(Loss) from Discontinuing operations XII-XIII - -XV. Profit/(Loss) for the period XI+XIV 220,008.00 242,727.00XVI. Earning per equity share: 31(1) Basic 0.05 0.06(2) Diluted 0.05 0.06


Notes forming part of the financial statements 1-17

As per our Report of even date For and on behalf of the Board of DirectorsFor Satyendra Mrinal & Associates For Vani Commercials LimitedChartered AccountantsFRN: 017068N

S.K. Jain Divesh Kumar Bajaj Mukesh Kumar Sukhija Praveen KumarPartner Managing Director & CFO Director Company SecretaryM.No. 086103 DIN: 01118288 DIN: 01038078 M.No. : A32898

Place : New DelhiDated : 24th May 2016



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016Amount in

Particulars 2015-16 2014-15(Rs.) (Rs.)

A. Cash Flow from Operating Activities :Profit/(Loss) before Taxation 367,892 326,268Adjustments for :Depreciation 42,813 13,325Prelminary Exp 148,360 175,273Loss / (Profit) on Sale of assets - -Finance cost 573 1,196Interest Income - -Operating Profit/(Loss) before Working Capital Changes 559,638 516,062Adjustments for :Trade and Other Receivables - -Inventories - -Trade and Other Payables 207,561 (63,445)Provisions 428 -Other current Assets (297,720) (960,342)Cash Generated from Operations 469,907 (507,725)Direct Tax Paid (96,793) (82,055)Net Cash generated from Operating Activities 373,114 (589,780)

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (49,000) (92,973)Sale of assets - -Loans and Advances (1,316,260) (4,904,449)Investments - (15,568,500)Interest Income - -Net Cash used in Investing Activities (1,365,260) (20,565,922)

C. Cash Flow from Financing ActivitiesProceeds of Borrowings 1,000,000 -Proceeds of Issuance of share capital - 21,000,000Finance cost (573) (1,196)Net Cash generated from in Financing Activities 999,427 20,998,804Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 7,281 (156,898)Cash and Cash Equivalents: Opening 1,045,746 1,202,644Cash and Cash Equivalents: Closing 1,053,027 1,045,746

Notes:1.The above Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standardon Cash Flow Statement (AS-3). 2. Figures in Brackets indicate Cash Outflow. 3.Previous Year’s figures have beenrecast, regrouped and restated where ever necessary.

As per our Report of even date For and on behalf of the Board of DirectorsFor Satyendra Mrinal & Associates For Vani Commercials LimitedChartered AccountantsFRN: 017068N

S.K. Jain Divesh Kumar Bajaj Mukesh Kumar Sukhija Praveen KumarPartner Managing Director & CFO Director Company SecretaryM.No. 086103 DIN: 01118288 DIN: 01038078 M.No. : A32898Place : New DelhiDated : 24th May 2016Vani Commercials LimitedRegd. Off.: ‘AASTHA’, LP – 11C,Pitampura, New Delhi – 110034CIN: L74899DL1988PLC106425Email ID:[email protected]

Notes Forming Part of Financial StatementsNOTE: 1A. CORPORATE INFORMATION

The company is a Non-banking Financial Company (NBFC) duly registeredwith Reserve Bank of India and is engaged in the business of NBFI.

B. SIGNIFICANT ACCOUNTING POLICIES :1. BASIS OF PREPARATION

The accompanying financial statements have been prepared andpresented as a going concern, under historical cost convention, onthe accrual basis of accounting unless otherwise stated in accordancewith the generally accepted accounting principles in India (IndianGAAP) and comply with the Accounting Standards specified underSection 133 of the Companies Act, 2013 (The Act), read together withparagraph 7 of the Companies (Accounts) Rules, 2014 and relevantprovision of the Companies Act, 2013.The accounting policies have been consistently applied by the Companyand are consistent with those used in the previous year.All assets and liabilities have been classified as current or non-currentas per the Company’s normal operating cycle, and other criteria setout in the Schedule III of the Companies Act, 2013. Based on the natureof products and the time between the acquisition of assets forprocessing and their realisation in cash and cash equivalents, theCompany has ascertained its operating cycle as up to twelve monthsfor the purpose of current/non-current classification of assets andliabilities.

2. USE OF ESTIMATESThe preparation of financial statements in conformity with Indian GAAPrequires the management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses,assets and liabilities, and disclosure of contingent liabilities, at the endof the reporting period. Although, these estimates are based on themanagement’s best knowledge of current events and actions,uncertainty about these assumptions and estimates could result in theoutcomes requiring a material adjustment to the carrying amounts ofassets or liabilities in future periods.Significant estimates used by the management in the preparation ofthese financial statements include the useful life of fixed assets andintangible assets and provisions for doubtful debts/advances.Difference, if any, between the actual results and estimates arerecognized in the period in which the results are known/ materialized.


3. PROVISIONS FOR STANDARD/NON PERFORMING ASSETSThe Company makes provision for Finance receivables based on theprudential norms issued by the RBI relating to income recognition,asset classification and non-performing assets as early implementedby the Company.The Company makes a provision on all outstanding standard assetsas per the prudential norms/guidelines issued by the RBI.

4. FIXED ASSETS AND DEPRECIATIONFixed assets are recorded at cost of acquisition and installationincluding freight, duties, levies less accumulated depreciation. Cost ofacquisition includes rates, taxes, and any other directly attributablecost for bringing the asset to its working condition for intended use.Depreciation on Tangible Fixed Assets is provided on Written DownValue method using the rates arrived at based on the useful lives asspecified in the Schedule II of the Companies Act, 2013, or estimatedby the management. The Company has used the following useful lifeto provide depreciation on its fixed assets.

A: Assets where useful life is same as Schedule IIAssets Useful Life as Prescribed by

Schedule II of the CompaniesAct, 2013

Factory Building 30 yearsPlant & Machinery (other thancontinuous process plant notcovered under specific industries) 15 yearsFurniture & Fittings 10 yearsMotor Cycles, scooters andother mopeds 10 yearsVehicles (Motor Cars) 8 yearsOffice Equipments 5 yearsComputer, printers & dataprocessing units 3 yearsElectrical Installations 10 years

B: Assets where useful life differ from Schedule IIFixed Assets, individually costing less than Rupees five thousand, arefully depreciated in the year of purchase.

C. DepreciationDepreciation on the Fixed Assets added/disposed off/discarded during


the year is provided on pro-rata basis with reference to the date ofaddition/disposal/discarding and in the case of capitalisation of anyasset, depreciation is charged from the date the same is ready/put touse to the Statement of Profit and Loss.

5. INTANGIBLE ASSETS AND AMORTISATIONIntangible Assets are stated at acquisition cost, net of accumulatedamortisation and accumulated impairment losses, if any. Intangible assetsare amortised on a straight-line basis over their estimated useful lives.The Company amortises miscellaneous expenditure representing theCompany’s formation expenses over a period of 5 years. Further, the costof Direct Listing of Equity Shares on BSE Limited has also been includedin the same.

6. BORROWING COSTSBorrowing Costs attributable to acquisition and construction of qualifyingassets are capitalised as a part of the cost of such assets up to the datewhen such assets are ready for its intended use. Other borrowing costs arecharged to the Statement of Profit and Loss in the period in which they areincurred.

7. TRANSLATION OF FOREIGN CURRENCY ITEMSThe Company has not dealt with any foreign currency transaction duringthe Financial Year.

8. INVESTMENTSInvestments, which are readily realisable and intended to be held for notmore than one year from the date on which such investments are made,are classified as current investments. All other investments are classifiedas long-term investments.Investments are recorded at cost on the date of purchase, which includeacquisition charges such as brokerage, stamp duty, taxes, etc. CurrentInvestments are stated at lower of cost and net realisable value. Long-terminvestments are stated at cost after deducting provisions made, if any, forother than temporary diminution in the value.

9. REVENUE RECOGNITIONRevenue is recognised to the extent that it is probable that the economicbenefits will flow to the Company and can be reliably measured.Interest income is recognized on a time proportion basis taking into accountthe amount outstanding and the rate applicable.Dividend income on investments is accounted for on receipt of the same.All expenses and income to the extent considered payable and receivablerespectively unless specifically stated be otherwise, are accounted for onmercantile basis.


10. RETIREMENT AND OTHER EMPLOYEE BENEFITS(a) Provident Fund

Provision of Provident Fund is not applicable to the Company.(b) Gratuity

No provision for gratuity has been made as there is no amount duetowards Gratuity payable.

(c) Compensated LeavesUnutilized leave of staff lapses as at the year end and is not encashable.Accordingly, no provision is made for compensated Leaves.

11. TAXATIONTax expense comprises of current and deferred tax.Current TaxProvision for current tax is made after taking into consideration benefitsadmissible under the provisions of the Income-tax Act, 1961. MinimumAlternative Tax (MAT) credit is recognized where there is convincingevidence that the same can be utilized in future.Current tax assets and current tax liabilities are offset when there is a legallyenforceable right to set off the recognized amounts and there is an intentionto settle the asset and the liability on a net basis.Deferred TaxThe deferred tax for timing differences between the book and tax profits forthe year is accounted for, using the tax rates and laws that have beensubstantively enacted as of the Balance Sheet date. Deferred tax assetsarising from timing differences are recognised to the extent there isreasonable certainty that these would be realised in future.The carrying amount of deferred tax assets are reviewed at each BalanceSheet date. The Company writes down the carrying amount of a deferredtax asset to the extent that it is no longer reasonably certain, that sufficientfuture taxable income will be available against which deferred tax assetcan be realised. Any such write-down is reversed to the extent that itbecomes reasonably certain, that sufficient future taxable income will beavailable.In case of unabsorbed losses and unabsorbed depreciation, all deferredtax assets are recognised only if there is virtual certainty supported byconvincing evidence that they can be realised against future taxable profit.At each Balance Sheet date, the Company reassesses the unrecogniseddeferred tax assets.


12. CASH FLOW STATEMENTCash flows are reported using the indirect method, whereby the net profitbefore tax is adjusted for the effects of transactions of a non-cash nature,any deferrals or accruals of past or future operating cash receipts orpayments and item of income or expenses associated with investing orfinancing cash flows. The cash flows from operating, investing and financingactivities of the Company are segregated.

13. EARNINGS PER SHAREBasic earnings per share are calculated by dividing the net profit for theyear attributable to equity shareholders (after deducting preferencedividends and attributable taxes, if any) by the weighted-average numberof equity shares outstanding during the period. The weighted-averagenumber of equity shares outstanding during the period and for all periodspresented is adjusted for events such as bonus issue; bonus element in arights issue to existing shareholders; share split; and reverse share split(consolidation of shares) that have changed the number of equity sharesoutstanding, without a corresponding change in resources.For the purpose of calculating diluted earnings per share, the net profit orloss for the year attributable to equity shareholders and the weighted-average number of shares outstanding during the period are adjusted forthe effects of all dilutive potential equity shares.

14. CONTINGENT LIABILITIES AND PROVISIONSContingent Liabilities are possible but not probable obligations as onBalance Sheet date, based on the available evidence.Provisions are recognised when there is a present obligation as a result ofpast events, and it is probable that an outflow of resources will be requiredto settle the obligation, in respect of which a reliable estimate can be made.Provisions are not discounted to its present value and are determined basedon best estimate required to settle the obligation at the Balance Sheetdate.

C. OTHER SIGNIFICANT NOTES :1. There are no dues to micro and small-scale enterprises as per The

Micro, Small and Medium Enterprises Development Act, 2006 basedon information available with the Company.

2. The management has confirmed that adequate provisions have beenmade for all the known and determined liabilities and the same is notin excess of the amounts reasonably required.

3. No expenses have been admitted other than those reflected in financialStatements.


VANI COMMERCIALS LIMITEDRegd. Off : ‘AASTHA’ LP-11C PITAMPURA, NEW DELHI-110034

Notes on Finacial Statements for the Year ended 31st March 2016Previous year figures have been regrouped/re-calssified, wherever necessary toconform to current year presentation .

2. SHARE CAPITAL

Share Capital 31.03.2016 31.03.2015Number Amount Number Amount

AuthorisedEquity Shares of Rs.10/- each 5,050,000 50,500,000.00 5,050,000 50,500,000.00

IssuedEquity Shares of Rs.10/- each 4,119,800 41,198,000.00 4,119,800 41,198,000.00

Subscribed & Paid upEquity Shares of Rs.10/- each fully paid 4,119,800 41,198,000.00 4,119,800 41,198,000.00

Subscribed but not fully Paid upEquity Shares of Rs.10/- each not fully paid 4,119,800 41,198,000.00 4,119,800 41,198,000.00

Total 4,119,800 41,198,000.00 4,119,800 41,198,000.00

2.2. The reconciliation of the number of shares outstanding is set our below :-

Particulars Equity SharesNumber Amount

Shares outstanding at the beginning of the year 4,119,800 41,198,000Shares Issued during the year - -Shares bought back during the year - -Shares outstanding at the end of the year 4,119,800 41,198,000


2.3. The detail of shareholders holding more than 5% shares :-

NAME OF SHARE HOLDER 31.03.2016 31.03.2015NO. OF % OF NO. OF % OF

SHARES HELD HOLDING SHARES HELD HOLDING

NAU NIDH FINANCE LIMITED 1,000,000 24% 1,000,000 24%Total 1,000,000 24% 1,000,000 24%

2.4 Change in capital for the period of 5 yrs immediately preceding the date as at which theBalance Sheet is prepared due to :-

Particulars Year (Aggregate No. of Shares)31.3.12 31.3.13 31.3.14 31.03.15 31.03.16

Equity Shares :Fully paid up pursuant to contract(s) withoutpayment being received in cash - - - - -Fully paid up by way of bonus shares - - - - -Shares bought back - - - - -

2.5. Details of Unpaid calls : NIL (Prvs yr : NIL)

Unpaid Calls AmountBy Directors -By Officers -

2.6. The company do not have any preference share capital2.7. All equity shares of the company rank parri passu with regards to the rights, preferences &

restrictions attaching them.2.8. Forfeited shares (amount originally paid up) : NIL2.9. The company does not have any holding company.



3. RESERVES & SURPLUSParticulars 31.03.2016 31.03.2015

Amount AmountA. Securities Premium Account - -B. Capital Reserve - -C. Special Reserve (NBFC)Opening Balance 106,160.00 89,749.60Add : additions during the year 44,002.00 16,410.40Closing Balance 150,162.00 106,160.00D. SurplusOpening balance (258,744.00) (485,060.00)(+) Net Profit/(Net Loss) For the current year 220,008.00 242,727.00(+) Transfer from Reserves - -(-) Proposed Dividends/Interim Dividends - -(-) prov for tax for prvs years - -(-) Transfer to Reserves : special reserve (44,002.00) (16,411.00)Closing Balance (82,738.00) (258,744.00)Total 67,424.00 (152,584.00)

4. LONG TERM BORROWINGS

Particulars 31.3.20.16 31.3.2016 31.3.2015 31.3.2015Non Current Current Non Current Current

Amount Amount Amount AmountA.Secured

- - - -B.Unsecureda. Term Loans - banks - - - -

- other parties - - - -b. Loans and advances from related parties 1,000,000.00 - - -c. Other loans and advances - - - -Total B 1,000,000.00 - - -In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to above

1. Period of default - - - -2. Amount - - - -Total Long Term Borrowings (A+B) 1,000,000.00 - - -

4.1. Loans and advances from related parties : Includes Unsecured loan taken from Directors ofthe company

5. DEFERRED TAX LIABILITY (Net)

Particulars 31.03.2016 31.03.2015Amount Amount

a. Deferred Tax LiabilityRelated to Fixed Assets 1,095.00 1,486.00

b. Deferred Tax AssetDisallowances under Income Tax Act, 1961 - -

Total 1,095.00 1,486.00

6. LONG TERM PROVISIONSParticulars 31.03.2016 31.03.2015

Amount Amount(a) Provision for employee benefits - -(b) Others

Provision for standard assets of NBFCsOpening Balance - -Add : additions during the year 51,482.00 -Closing Balance 51,482.00 -

Total 51,482.00 -

7. TRADE PAYABLESParticulars 31.03.2016 31.03.2015

Amount Amounta. Trade Payables 45,000.00 40,000.00b. Others - -

Total 45,000.00 40,000.00

8. OTHER CURRENT LIABILITIESParticulars 31.03.2016 31.03.2015

Amount Amount(a) Current maturities of long-term debt - -(b) Other payables * 869,468.00 666,907.00

Total 869,468.00 666,907.00* Includes statutory dues, security deposit and advance from customers


9. SHORT TERM PROVISIONSParticulars 31.03.2016 31.03.2015

Amount Amount(a) Provision for employee benefits - -(b) Others (Audit fees) 45,166.00 44,738.00

Total 45,166.00 44,738.00


10. FIXED ASSETS

Gross Block Accumulated Depreciation Net BlockParticulars Balance Additions/ Acquired Revalua- Balance Balance Depre- Adjust- On balance Balance Balance Rate

as at (Disposals) through tions/ as at as at ciation ment due dis- as at as at as at of1/4/15 business (impair- 31/3/16 1/4/15 for the to reval- posals 31/3/16 31/3/16 31/3/15 Depre

combin- ments) Year uations ciationnations

A Tangible AssetsOWN ASSETS :Land - - - - - - - - - - - -Build ings - - - - - - - - - - - - 10%Plant and Equipment - - - - - - - - - - - - 13.91%Furniture and Fixtures - - - - - - - - - - - - 18.10%Vehicles 43,373.00 - - - 43,373.00 2,768.00 10,535.00 - - 13,303.00 30,070.00 40,605.00 25.89%Office equipment - - - - - - - - - - - -Computers 49,600.00 49,000.00 - - 98,600.00 10,557.00 32,278.00 - - 42,835.00 55,765.00 39,043.00 40%Others (specify nature) - - - - - - - - - - - - Sub-Total 92,973.00 49,000.00 - - 141,973.00 13,325.00 42,813.00 - - 56,138.00 85,835.00 79,648.00LEASED ASSETS :Plant and Equipment - - - - - - - - - - - -Others (specify nature) - - - - - - - - - - - - Sub-Total - - - - - - - - - - - -Total A 92,973.00 49,000.00 - - 141,973.00 13,325.00 42,813.00 - - 56,138.00 85,835.00 79,648.00

B Intangible AssetsGoodwill - - - - - - - - - - - -Others (specify nature) - - - - - - - - - - - -Total B - - - - - - - - - - - -Total A+B 92,973.00 49,000.00 - - 141,973.00 13,325.00 42,813.00 - - 56,138.00 85,835.00 79,648.00PREVIOUS YEAR - 92,973.00 - - 92,973.00 - 13,325.00 - - 13,325.00 79,648.00 -

C Capital Work In Progress - - - - - - - - - - - -D Intangible assets under

Development - - - - - - - - - - - -

Note : Depreciation on fixed assets has been provided as per WDV rates given in the Companies Act, 2 013.

11.NON CURRENT INVESTMENTSParticulars 31.03.2016 31.03.2015

Amount AmountTrade Investments (Refer A below)(a) Investment Properties - -(b) Investment in Equity instruments 19,568,500.00 19,568,500.00(c) Other non-current investments - -Total (A) 19,568,500.00 19,568,500.00Other Investments (Refer B below)(a) Other non-current investments - -Total (B) - -Grand Total (A + B) 19,568,500.00 19,568,500.00Less : Provision for dimunition in the value of Investments

Total 19,568,500.00 19,568,500.00


Aggregate amount of quoted investments (Market value ofRs. 1,53,75,250/- (Previous Year Rs. 1,53,89,228/-) 19,568,500.00 19,568,500.00Aggregate amount of unquoted investments (Previous Year ‘__) - -

12. LONG TERM LOANS & ADVANCES (Unsecured and Considered Good)


Loans and advances to related parties - -Other loans and advances 20,592,777.00 18,816,517.00

Total 20,592,777.00 18,816,517.00


12.1 Loans and advances due by directors / officers or any of their related partyParticulars 31.03.2016 31.03.2015

Amount AmountDirectors * - -Other officers of the Company * - -Firm in which director is a partner * - -Private Company in which director is a member - -

Total - -

13. OTHER NON CURRENT ASSETS (Unsecured and Considered Good)

Particulars 31.03.2016 31.03.2015 Amount Amount

Long term trade receivables (incld. trade receivableson deferred credit terms) - -Others (Preliminery Expenses to be Not w/off ) 296,720.00 445,080.00Debts due by related parties - -

Total 296,720.00 445,080.00

13.1 Debts due by directors / officers or any of their related partyParticulars 31.03.2016 31.03.2015


Total - -


14. CASH AND CASH EQUIVALENTS


Balances with banks 752,309.00 322,926.00Cash in hand 102,718.00 722,820.00Others (Cheques in hand) 198,000.00 -

Total 1,053,027.00 1,045,746.00*Deposits with banks include, deposit of Rs. NIL (Prev.Yr : Rs.NIL) with maturity of more than 12months.

15. SHORT TERM LOANS & ADVANCES (Unsecured and Considered Good)


Loans and advances to related parties - -Other loans and advances 340,000.00 800,000.00

Total 340,000.00 800,000.00

15.1 Loans and advances due by directors / officers or any of their related partyParticulars 31.03.2016 31.03.2015


Total - -


16. OTHER CURRENT ASSETS (specify nature)Particulars 31.03.2016 31.03.2015

Amount AmountInterest Accrued on Investments / FDRs - -Others 1,340,776.00 1,043,056.00

Total 1,340,776.00 1,043,056.00

17. Contingent liabilities and commitments (to the extent not provided for): NIL (Previous YearNIL)

18. The management confirms that adequate provisions have been made for all the known anddetermined liabilities and the same is not in excess of the amounts reasonably required.

19. No expenses have been admitted other than those reflected in financial Statements.20. Disclosure as to relisable value :

In the opinion of the Board, all assets other than fixed assets and non current investments, have arealisable value in the ordinary course of business which is not different from the amount at whichit is stated, except as stated below:

Name of Assets Realisable Value Value in Balance Sheet Opinion of BoardNIL

21. The balances of sundry creditors, sundry debtors and other parties are subject to confirmation.22. The Company has no subsidiaries.23. During the year under reference the Company did not have any employee(s) drawing

remuneration equal to or more than the prescribed limits.24. As per prudential Norms for Income Recognition issued by RBI for NBFC’s assets have been

duly classified into the category of Non-Performing assets and others. However, there are nonon-performing assets/assets doubtful of recovery as on the date of Balance Sheet.

25. REVENUE FROM OPERATIONSParticulars 2015-16 2014-15

Amount AmountInterest Income from Loans & Advances 2,834,049.00 2,160,955.00Total 2,834,049.00 2,160,955.00


26. OTHER INCOME

Particulars 2015-16 2014-15 Amount Amount

Interest 141,209.00 58,835.00Dividend 13,978.00 55,910.00Total 155,187.00 114,745.00

27. EMPLOYEE BENEFITS EXPENSE


Salary & Wages 1,281,450.00 545,000.00

Total 1,281,450.00 545,000.00

28. FINANCE COSTS


Bank Charges 573.00 1,196.00Other borrowing costs - -Applicable net gain/loss on foreign currencytransactions and translation - -

Total 573.00 1,196.00

29. DEPRECIATION AND AMORTISATION EXPENSES


Depreciation 42,813.00 13,325.00Others - -

Total 42,813.00 13,325.00


30. OTHER EXPENSES


Accounting Charges 27,000.00 27,000.00Advertisement Expenses 41,494.00 35,003.00Amortisation of expesnes- Prelminary Exp. 148,360.00 175,273.00Amount W/Off 70,826.00 -Cibil Exp - 8,427.00Computer Expenses 3,874.00 -Conveyance 61,873.00 42,250.00Courier & Postage 20,240.00 23,670.00Demat Exp - 1,000.00Fees To Rta 22,800.00 22,472.00Festival Expenses 52,780.00 -Filing Fee 14,400.00 27,215.00Listing Fees & Demat Charges 257,043.00 251,129.00Meeting Exp 53,200.00 18,000.00Misc. Expenses 89,880.00 50,978.00News Paper & Periodicals 9,606.00 9,053.00Payments To Auditors 22,900.00 22,472.00Printing & Stationery 62,263.00 57,888.00Professional Fees 19,000.00 490,000.00Rent 150,000.00 -Repair & Maintainence 18,180.00 16,425.00Staff welfare expenses 37,892.00 -Travelling Exp 112,897.00 107,156.00Website Expenses - 4,500.00

Total 1,296,508.00 1,389,911.00

30.1 PAYMENT TO AUDITORS


a. auditor 22,900.00 22,472.00b. for taxation matters - -c. for company law matters - -d. for management services - -e. for other services - -f. for reimbursement of expenses - -

Total 22,900.00 22,472.00


31. EARNING PER SHARE


Net Profit after tax as per statement of profit & loss attributable toEquity Shareholders 220,008.00 242,727.00Weighted Average number of equity shares used as denominatorfor calculating EPS 4,119,800 4,119,800Basic and Diluted EPS (Rs) 0.05 0.06Face Value per Equity Shares (Rs.) 10.00 10.00

RELATED PARTY DISCLOSURE

Related parties as per AS 18 with whom transactions have taken place during the year

List of Related Parties & relationship

Name of Party RelationshipMr. Divesh Kumar Bajaj Managing Director & CFOMr. Mukesh Kumar Sukhija DirectorMs. Pooja Bhatia DirectorRanjitgarh Finance Company Private Limited Mr. Mukesh Kumar Sukhija is the common director


Income and ExpensesName of related party Nature Relationship 31.03.15 31.03.16Mr. Divesh Kumar Bajaj Remuneration Managing Director & CFO - 800,000.00Mr. Mukesh Kumar Sukhija Rent Director - 150,000.00Ranjitgarh Finance Company Share Application Mr. Mukesh Kumar Sukhija - 3,500,000.00Private Limited Money is the common director

Liabilities and AssetsParticulars Op. bal Receipts / Cr Payments / Dr Cl. BalRemunerationMr. Divesh Kumar Bajaj - - 800,000.00 800,000.00RentMr. Mukesh Kumar Sukhija - - 150,000.00 150,000.00Share Application MoneyRanjitgarh Finance Company Private Limited - - 3,500,000.00 3,500,000.00


Documents

CORPORATE INFORMATION · Company Secretary: Mr. Praveen Kumar Auditors: M/s Satyendra Mrinal & Associates Chartered Accountants New Delhi Registered Office: ‘AASTHA’, LP-11C,