Pro Fin Capital Services Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Directors have pleasure in presenting their 33^rd Annual Report and the audited financial statements for the financial year ended 31^st March 2024

1. Financial Results

The summarized financial results for the financial year ended 31^st March 2023 are presented below:

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Details	Financial year ended 31st March 2024 (stand alone)	Financial year ended 31st March 2023 (stand alone)
Income	2179.24	2014.83
Profit before tax	(23.30)	134.00
Taxation	2.39	46.00
Profit for the year	(39.96)	55.64
Balance brought forward previous year (loss)	140.17	84.53
Less: Dividend proposed including dividend distributioin tax	---	---
Balance carried to balance sheet	103.20	140.17

• Performance Highlights

The Income during the financial year ended 31^st March 2024 is 2179.24 Lakhs compared to Rs. 2014.83 Lakhs. The loss for the year for the financial year ended 31^st March 2024 is Rs. 39.96 lakhs compared to Profit for the previous year Rs. 55.64 lakhs.

• Dividend and Reserves

Board of Directors of the Company does not recommend any dividend for the year under consideration. No amount is transferred to General reserves for the financial year 2023-24.

• Share Capital

During the year under review, The share of face value of Rs. 10 per share was split into 10 shares of Rs. 1 each.

After split, bonus shares were issued and allotted on 02.05.2022 in the ratio of 2 bonus shares for every share held.

The Paid-up share Capital of the Company stood at Rs. 212007000 consisting of 212007000 equity shares of Rs. 1/ each after split and bonus issue.

2. Change In Nature Of Business, If Any:

During the year under review there is no change in nature of business.

3. Finance & Accounts

The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013(hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("Ind AS"). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended 31st March 2024.

4. NBFC registration with RBINBFC registration with RBI

During the year under report, the Company continues to be registered with RBI as an NBFC.

5. Subsidiaries and Associate Company

The Company is not a subsidiary of any company, nor does it have any subsidiaries and it has not entered into any Joint Venture nor has any Associate Company during the year.

6. Statement On Annual Evaluation Of Board, Committee And Its Directors

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors was carried out by Independent Directors. The Directors expressed their satisfaction with the evaluation process

7. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is available on company''s website www.profincapital.co.in

8. Board of Directors

The Board of Directors of the Company is duly constituted.

Mr. Abhay Narain Gupta retires by rotation and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuring AGM.

Annual General Meeting held on 27^th September 2023, the company had appointed Mr. Anupam Gupta as the Managing Director and Mr. Abhay Gupta as the Whole Time Director for the period of five years with effects from April 01, 2023. Further, the shareholders of the company have appointed Mr. Neeraj Arora as director in the Annual General Meeting held on 27^th September 2023.

Mr. Atul Kumar (DIN: 07271915), who was appointed by the Members of the Company at their Annual General Meeting held on 30.09.2019 as an Independent Director of the Company for a first term of five consecutive years commencing from 05.09.2018 and who holds office of the Independent Director up to

September 2023, further the Annual General Meeting held on 27^th September 2023 Mr. Atul Kumar was re-appointed as an Independent Director of the Company to hold office for a second term of five consecutive years commencing from September 2023 to September 2028. Due to some personal reason, Mr. Atul Kumar ceased to be director of the Company with effect from 18^th March 2024.

The Board in their meeting held on 18^th March 2024 have appointed Mr. Nirmal Lunkar as an Additional Director in the capacity of Independent Director. The Board proposes to appoint him as Independent Director of the Company is the ensuing Annual General Meeting.

9. Directors of the Company

The following are the directors of the Company during the year under report.

Name	Designation
Anupam Gupta	Managing Director
Abhay Gupta	Whole Time Director
Nirmal Lunkar	Additional - Independent Director
Manav Kumar	Independent Director
Neeraj Arora	Director
Neelam	Independent Director

10. Meetings of Board of Directors

The Meetings of the Board of Directors are scheduled well in advance and held at the Registered Office of the Company at Borivali. The notice confirming the meeting and the detailed agenda is sent well in advance to all the Directors.

During the year under report, the Board met 07 (Sev) times, following are the dated of Board meeting:

Sr. No	Date of Board Meeting
1	31-05-2023
2	03-08-2023
3	10-08-2023
4	29-08-2023
5	27-10-2023
6	11-01-2024
7	18-03-2024

11. Audit Committee

The Audit Committee consists of two independent directors namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 05 (Five) times, following are the dated of Committee meeting:

Sr. No	Date of Board Meeting
1	31-05-2023
2	10-08-2023
3	29-08-2023
4	27-10-2023
5	11-01-2024

12. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of two independent directors and directors, namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 03 (Three) times, following are the dated of Committee

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Sr. No	Date of Board Meeting
1	31-05-2023
2	29-08-2023
3	18-03-2024

13. Stakeholder Relationship Committee

The Stakeholder Relation Committee consists of three directors namely:

1) Mr. Nirmal Lunkar

2) Mr. Manav Kumar

3) Mr. Abhay Gupta

Mr. Atul Kumar ceased to be director of the Company from 18^th March 2024 due to which the company is required to reconstitute the committee. Mr. Nirmal Lunkar appointed in place of Atul Kumar.

During the year under report, the Board met 04 (Four) times, following are the dated of Committee meeting:

Sr. No	Date of Board Meeting
1	31-05-2023
2	29-08-2023
3	27-10-2023
4	11-01-2024

14. Internal Financial Controls:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

15. Listing of shares on BSE

During the financial year under report, the equity shares issued by the company continue to be listed on BSE. The Listed Capital of the Company is 212007000 at the face value of Rs. 1/- each.

16. Extract of Annual Return

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as at 31^st March 2024, can be accessed by clicking at the following linkwww.profincapital.co.in/downloads.php

17. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach Chairman of the Audit Committee of the Company.The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise concerns about serious irregularities within the Company.

18. Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.All Board Directors and the designated employees have confirmed compliance with the Code. The Companies Code of Conduct is available on companies Website www.profincapital.co.in/downloads.php

19. Particulars of loans, guarantees or investments by the Company

The particulars of loans are mentioned in the Auditors note relating to related party transactions during the year.

20. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts against the Company during the year.

21. Material Changes Affecting the Financial Position of The Company:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2023-24.

22. Directors'' responsibility statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134 (3) (c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year ended on March 31, 2024 and state that:

(i) That in preparation of annual accounts for the year ended 31^st March 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit of the Company for the year ended on that date;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis

(v) That the directors have devised proper systems to ensure compliance with the provisions of all applicable law and that such systems were adequate and operating effectively

23. Statement On Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

24. Statutory auditors

M/s. Mohandas & Co, Chartered Accountants was appointed as a statutory auditors of the Company in the board meeting held on 13.02.2023 for the term of five years.

25. Cost Audit

The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the company''s operations.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Swapnil Pande, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 has been annexed to this Report.

With regard to the observation in secretarial audit report it is clarified as under:

a) Observation regarding non filling of form SH-7on increase of authorized share capital and form PAS-3 for non filling of return of allotment of bonus shares.

Due to oversight the filling remained pending, the company has initiated necessary actions in this regards.

b) Regarding cancellation of 3,25,00,000 equity shares of Rs. 1 each on preferential basis.

The observations in paras 6.3, 6.4 and 6.5 in the secretarial audit report are self explanatory it does not required further comments. In view of the revocation of allotment of equity shares, filling of return of allotment in form PAS 3 was not required

c) The Company have appointed company secretary & compliance officer with effect from 28^th June 2024

d) The company is taking approval of shareholders in ensuing AGM for regularization of Mr. Nirmal Lunkar as independent director.

27. Internal control system and their adequacy

The Company has an effective internal control system commensurate with its size and scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.

28. Environment and safety

The Company''s operations do not pose any environmental hazards.

29. Statutory Information

(A) Conservation of energy: Not applicable

(B) Technology Absorption: Not applicable

(C) Foreign exchange earnings and expenses: Not applicable

30. Corporate Social Responsibility

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility is not applicable to the company.

31. Related party transactions

All transactions entered with related parties for the financial year ended 31^st March 2023 were on arm''s length basis and in the ordinary course of business. Hence provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in Form AOC 2 is not required. All related party transactions are placed before the Audit Committee and the Board of Directors for approval. The related party transactions during the year are disclosed in the Notes to the Accounts at appropriate place.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Policy with respect to Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee for implementation and periodical review of such policy.

33. The required disclosures under the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are given in annexure 1 which forms part of Report.

34. Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report.

35. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures (" Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Company''s operations in future.

37. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013

38. INSOLVENCY PROCEEDINGS

There was no application made by the Company or no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 during the year.

39. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to the Investor Education and Protection Fund

41. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders, valued customer, banks, government and statutory authorities, investor, and stock exchange for their continued support to the company. Your directors wish to place on record their deep sense of appreciation for the committed services by employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders and the Promoters of the Company.

For and on behalf of Board of Directors

Place: Mumbai Sd/-

Date: 22.08.2024 (Anupam N. Gupta)

Managing Director

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Mar 31, 2016

DIRECTOR''S REPORT

To:

The Members of Pro Fin Capital Services Limited

The Directors have pleasure in presenting their 25^th Annual Report and the audited financial statements for the financial year ended 31^st March 2016

1 Financial Result

The summarized financial results for the financial year ended 31^st March 2016 are presented below:

Rs. In Lakhs

Details	Financial year ended 31st March 2016 (stand alone)	Financial year ended 31st March 2015 (stand alone)
Income	609.11	175.15
Profit before interest, depreciation and taxation	58.99	35.74
Finance cost	3.99	0.37
Depreciation	8.39	3.99
Profit before tax	46.62	30.38
Taxation	8.00	5.92
Profit after tax	38.62	24.46
Minority Interest	—	—
Transfer& Appropriations	35.54	—
Balance brought forward previous year (loss)	(239.58)	(264.03)
Disposable surplus available after adjustments	3.08	24.45
Pref Share Warrants Deferred	113.30	—
Balance carried to balance sheet (loss)	(123.20)	(239.58)

1. Performance Evaluation

The Income during the financial year ended 31^st March 2016 is Rs. 609.11 compared to Rs. 175.15 in the previous year an increase of about 248%. The profit after tax for the financial year ended 31^st March 2016 is Rs. 38.62 compared to Rs. 24.46 - an increase of 57.89% over the previous year.

2. Dividend and Reserves

The Board of Directors does not recommend any dividend for the financial year ended 31^st March 2016.

3. Share Capital

The paid up equity share capital of the Company as at 31^st March 2016 stood at Rs. 7, 06, 69,000. During the year under report the Company issued and allotted 16, 00,000 equity shares of Rs. 101- each at a premium of Rs. 103.30 per share to those warrant holders who opted to convert the warrants in to equity shares and paid the balance amount. The amount of Rs. 1, 13,30,000/- was forfeited as one of the warrant holders did not exercise the option to convert the warrants in to equity shares.

4. Finance & Accounts

The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013 and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the company''s state of affairs, profits and cash flows for the financial year ended 31^st March 2016

5. Business Risks

Like any other company in the financial services sector, the company is exposed to business risks which can be internal and external. Growth rates in GDP of Indian and global economy, volatility in the exchange rate of rupee vis-a-vis other principal currencies, increase in inflation, movement in interest rates all these cause volatility in the price movements at the Stock Exchanges, impacting the operations and profitability of the Company. The Board of Directors is well aware of these risks and through operational management, continues to monitor them and guides in taking prompt action to mitigate the risks.

6. Subsidiaries

The company has a subsidiary Tera Natural Resources and Pellets Private Limited. Necessary details in form AOC-1 are annexed to this report. As per the Circular No. 51/12/2007-CL-lll dated 8^th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect the subsidiary in Form AOC-1 annexed in Annual Report. The annual accounts of the subsidiary and the related detailed information shall be made available to the shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered Office at 503, Western Edge II, Western Express Highway, Borivali (E), and Mumbai-400 066.

The Company has taken a loan from its Subsidiary Tera Natural Resources & Pellets Pvt. Ltd. of Rs. 72651700.

7. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination & Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The Directors expressed their satisfaction with the evaluation process

8. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

9. Meetings of Board of Directors

The Meetings of the Board of Directors are scheduled well in advance and generally held at the Registered Office of the Company at Borivali. The notice confirming the meeting and the detailed agenda is sent well in advance to all the Directors.

During the year under report, the Board met 6 times on 20^th April 2015,29^th May 2015,4^th August 2015,12^th August 2015,9^th November2015and 12^th February 2016.

10. Listing of shares on BSE

During the financial year under report, the equity shares issued by the company continue to be listed on BSE.

11. Extract of Annual Return

The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies Act, 2013, as at 31^st March 2016, is annexed to this report as Annexure C which forms part of this report.

12. Vigil Mechanism/Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise concerns about serious irregularities within the Company.

13. Prevention of Insider Trading

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

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

14. Particulars of loans, guarantees or investments by the Company

Details of loans, guarantees and investments are given in the notes to the financial statements

15. Significant and material orders passed by the Regulators or Courts

There are no significant and material orders passed by the regulators or courts against the Company during the year.

16. Directors responsibility statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134 (3) (c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual Accounts for the year ended on March 31,2016 and state that:

(i) That in preparation of annual accounts for the year ended 31^st March 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) And applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2016 and of the loss of the Company for the year ended on that date;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis

(v) That the directors have devised proper systems to ensure compliance with the provisions of all applicable law and that such systems were adequate and operating effectively

17. Statutory auditors

M/s. Mahesh Tejwani, Chartered Accountants who are statutory auditors of the Company hold office up to the forthcoming annual general meeting. If appointed, under section 139 of the Companies Act 2013, they shall hold office from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting relating to the financial year ending 31^st March 2017. The Company has obtained written confirmation from the auditors that their appointment, if made would be in conformity with the limits specified in the said section. The members are requested to ratify their appointment.

18. Cost Audit

The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the company''s operations.

19. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. L. Krishnamoorthy, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2015-2016. The Secretarial Audit Report for the financial year 2015-16 has been annexed to this Report.

20. Internal control system and their adequacy

The Company has an effective internal control system commensurate with its size and scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.

21. Environment and safety

The Company''s operations do not pose any environmental hazards.

22. Statutory Information

(A) Conservation of energy: Notapplicable

(B) Technology Absorption: Notapplicable

(C) Foreign exchange earnings and expenses: Notapplicable

23. Acknowledgement

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels but for whose efforts; the Company could not have achieved the remarkable financial results for the financial year ended 31^st March 2016

The Directors also wish to thank the Company''s customers and banks for their continued support and faith reposed in the Company.

For and on behalf of Board of Directors

Place: Mumbai (Anupam N. Gupta)

Date: 30/05/2016 Managing Director

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Mar 31, 2014

Dear Members,

The directors present the 23rd Annual report with audited accounts for the year ended 31 st March 2014. Business operations The Company has approval from RBI to conduct the business of non-banking financial company. The Directors are considering various business activities as NBFC within the scope of RBI directions as applicable to the Company.

Financial Results

(Rupees in lacs)

Details Financial year Financial year ended 31st ended 31st March 2014 March 2013

Gross Income 42.37 22.96

Profit/(loss) for the year 2.52 (0.16)

Profit/(loss)brought forward (289.99) (289.15) from previous year

Profit/(loss) carried forward (287.47) (289.99)

Dividend

In view of accumulated losses, the Directors do not recommend any dividend for the financial year ended 31 st March 2014.

Increase in authorized capital and issue of warrants

The members of the Company at the extra ordinary general meeting held on 7th April 2014 approved the increase in authorized capital of the Company from Rs. 6,00,00,000 to Rs. 8,50,00,000 comprising of 85,00,000 equity shares of Rs. 10 each. The members also approved the consolidation of the face value of Rs.1 per share into Rs. 10 per share.

Pursuant to the special resolution passed at the egm held on 7th April 2014, the directors issued 20,00,000 warrants to a few individuals who are non promoters. These warrants are convertible into equity shares as per SEBI regulations. The warrant holders have paid upfront amount of 25% of the price of shares as per SEBI regulations. These transactions will be given effect to in the financial statement for the year ending 31 st March 2015.The moneys raised by issue of warrants and shares would be utilized for Company''s business.

Directors

Shri Sandesh Madhukar Sawant has resigned as director. The directors on place on record its appreciation of the services rendered by Shri Sawant. The Board has appointed Shri Anant Haridas Palan in the casual vacancy. Had Shri Sawant continued, he would have retired by rotation at the ensuing annual general meeting. As per provisions of the Companies Act 2013, Shri Anant Haridas Palan retires by rotation. The Company has received a notice proposing the candidature of Shri Palan with requisite deposit.

Shri Abhay Narain Gupta retires by rotation at the ensuing annual general meeting and being eligible offers himself for re appointment.

Auditors

Members are requested to appoint auditors and fix their remuneration. The present auditors M/s. Mahesh Tejwani, Chartered Accountants are eligible for re appointment. They have furnished the certificate of eligibility under section 224 (1B) of the Companies Act 1956.

Public Deposits

The Company has neither invited nor accepted any deposits form the public within the meaning of sections 58A, 58AA of the Companies Act 1956 read with the Companies (Acceptance of Deposit)Rules 1975 during the year under review.

Particulars of Employees

During the year under review, as no employee was in receipt of remuneration in excess of the limits stipulated under section 217(2A) of the Companies Act 1956 and the relevant rules, the required details are not given. Directors'' Responsibility statement Pursuant to section 217 (2AA) of the Companies Act 1956, the directors hereby confirm that:

1 In preparation of the balance sheet and the profit and loss account of the Company, the applicable accounting standards have been followed along with proper explanation relating to material departure

2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as the end of the financial year and of the loss of the Company for that period

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

4 The Directors prepared the accounts for the year ended 31 st March 2014 on a going concern basis. Report on Corporate Governance

Pursuant to clause 49 of the listing agreement with the stock exchanges, a separate section under Corporate Governance has been included in this report along with required certificate of compliance.

Management Discussion and Analysis Report forms part of the Corporate Governance Report.

Listing

The Company''s shares continue to be listed in the Bombay, Delhi and Calcutta stock exchanges. The Company has paid the listing fees for the financial year ended 2014-15.

Conservation of energy

Considering the nature of business undertaken by the Company, the particulars under section 217 (1)(e) of the Companies Act 1956 in respect of energy conservation and technology absorption are not given.

Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the financial year under review Acknowledgements Your directors wish to express their appreciation for the assistance and cooperation received from the shareholders, banks and customers during the year under review.

By order of the Board

Mumbai 30th May 2014 Managing Director

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Mar 31, 2013

The Members of Pro Fin Capital Services Limited

The directors present the 22nd Annual report with audited accounts for the year ended 31 st March 2013. Business operations

The Company has approval from RBI to conduct the business of non-banking financial company. The Directors are considering various business activities as NBFC within the scope of RBI directions as applicable to the Company.

As reported in the last report, the Company has obtained certificate of registration from SEBI for Trading Member of NSE and BSE. The Company has also obtained certificate of registration from SEBI as a Stock Broker.

Change of registered office from New Delhi to Mumbai

The Company has completed all formalities for shifting its registered office from New Delhi to Mumbai. Hence the annual general meeting is being held in Mumbai.

Financial Results

(Rupees in lacs)

Details Financial year ended 31st Financial year ended 31st March 2013 March 2012

Gross Income 22.96 5.24

Profit/(loss) for the year 0.16 (8.67)

Profit/(loss)brought forward from previous year (289.15) (280.48)

Profit/(loss) carried forward (288.99) (289.15)

Dividend

In view of accumulated losses, the Directors do not recommend any dividend for the financial year ended 31 st March 2013

Directors

Shri Ashish Nandkishore Taparia has resigned as director. The directors place on record its appreciation of the services rendered by Shri Taparia during his tenure.

The Board has appointed Shri Neeraj Kumar Arora as additional director. As addidtional director, he holds office upto the date of the ensuing annual general meeting. The Company has received notice with requisite fee from a member proposing the candidature of Shri Neeraj Kumar Arora as director at the forthcoming annual general meeting.

Shri Abhay Narain Gupta retires by rotation at the ensuing annual general meeting and being eligible offers himself for re appointment.

Conversion of warrants into shares

During the year under report, the Company allotted and issued 7,00,000 equity shares of Rs. 10 each at a premium of Rs. 12.43 per share (Total price Rs. 22.43 per share) to those warrant holders who converted the warrants into equity shares after paying the balance 75% amount of application money.

Auditors

Members are requested to appoint auditors and fix their remuneration. The present auditors M/s. Mahesh Tejwani, chartered Accountants are eligible for re appointment. They have furnished the certificate of eligibility under section 224 (1B) of the Companies Act 1956.

Auditor''s observation

With reference to the observation in para 3 of the auditors report, it is clarified that Note No. 14(9) provides adequate explanation and clarification. It is therefore, not dealt with in the Report.

Public Deposits

The Company has neither invited nor accepted any deposits form the public within the meaning of sections 58A, 58AA of the Companies Act 1956 read with the Companies (Acceptance of Deposit)Rules 1975 during the year under review.

Particulars of Employees

During the year under review, as no employee was in receipt of remuneration in excess of the limits stipulated under section 217(2A) of the Companies Act 1956 and the relevant rules, the required details are not given. Directors'' Responsibility statement

Pursuant to section 217 (2AA) of the Companies Act 1956, the directors hereby confirm that:

1 In preparation of the balance sheet and the profit and loss account of the Company ,the applicable accounting standards have been followed along with proper explanation relating to material departure

2 The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

3 The Directors have taken properand sufficient care forthe maintenance of accounting records in accordance with the provisions of the Companies Act 1956forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4 The Directors prepared the accounts for the year ended 31st March 2013 on a going concern basis. Report on Corporate Governance

Pursuant to clause49 of the listing agreement with the stock exchanges, a separate section under Corporate Governance has been included in this report along with required certificate of compliance.

Management Discussion and Analysis Report forms part of the Corporate Governance Report.

Listing

The Company''s shares continue to be listed in the Bombay, Delhi and Calcutta stock exchanges. The Company has paid the listing fees for the financial year ended 2012-13.

Conservation of energy

Considering the nature of business undertaken by the Company, the particulars under section 217 (1 )(e) of the Companies Act 1956 in respect of energy conservation and technology absorption are not given. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the financial year under review

Acknowledgements

Your directors wish to express their appreciation for the assistance and cooperation received from the shareholders, banks and customers during the year under review.

By order of the Board

Mumbai

30th May 2013 Managing Director

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Mar 31, 2010

The Directors hereby present the 19th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Current year Previous year 31.03.2010 31.03.2009

Gross Income 31.53 3.56

Profit(Loss) for the year (12.38) (26.39)

Profit / (Loss) brought forward from previous year (213.19) (186.80)

Profit / (Loss) carried to next year (225.57) (213.19)

During the year under review your company has suffered loss of Rs.12.38 lacs as compared to loss of Rs.26.39 lacs during the previous year.

The company continues to rely on its own proprietary investment and trading in securities. The company is now in the process of exploring new business opportunities.

DIVIDEND:

In view of accumulated carry forward losses of the company, your Directors do not recommend any dividend for the year under review

DIRECTORS

In accordance, with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. R. K. Aggarwal and Mrs. Manju Dhaliwal retire by rotation at the forthcoming Annual General Meeting, being eligible offer themselves for reappointment.

AUDITORS

M/s GSA & Associates, Chartered Accountants, Delhi, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s GSA & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1 -B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s GSA & Associates, Chartered Accountants as Auditors of the Company.

AUDITORS REPORT

The Auditors reports are self-explanatory and do not require any comments from the Board of Directors.

PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence information required under section 217 (2A) of the Companies Act, 1956 is not given.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits from the public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

COMPLIANCE CERTIFICATE

Your company has obtained a Compliance Certificate from M/s DMK Associates, Company Secretaries, New Delhi pursuant to section 383A of the Companies Act, 1956. Copy of the Compliance Certificate is annexed with Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

a) That in preparation of the Balance sheet and the Profit and Loss account of the Company, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

b) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the Company for that period:

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) That the Directors had prepared the accounts for the year ended 31st March, 2010 on a "going concern" basis.

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the required certificate on its compliance.

Management Discussion and Analysis Report forms a part of the Corporate Governance Report.

LISTING

The Equity Shares of the Company are presently listed on the Bombay, Delhi and Calcutta Stock Exchanges. The Delhi Stock Exchange is reviving its operations shortly. It has revoked the suspension of the companies equity shares listed on the Exchange w.e.f. 25.04.2009. The Bombay Stock Exchange has also revoked the suspension & granted permission for trading of its shares with effect from 25.03.2010 The company has complied with all the statutory compliances with all the stock exchanges.

CONSERVATION OF ENERGY:

The particulars as required under section 217 (1) (e) of the Companies Act, 1956 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earning and outgo during the financial year under review.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from the shareholders, banks and customers during the year under review.

For and on behalf of the Board of Directors

Place: Guraaon RAJAN SEHGAL ANITA SEHGAL

Date : 24.07.2010 MANAGING DIRECTOR JT. MANAGING DIRECTOR

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Mar 31, 2003

The Directors hereby present the 12th Annual Report together with Audited Accounts for the year ended 31st March, 2003

FINANCIAL RESULTS:

Financial results of the Company for the year under review are summarized below :

(Rupees in Lakhs)

Current year Previous year 31.3.2003 31.3.2002

Gross Income 6.86 11.98

loss for the year 6.94 19.99

Loss brought forward from prev. year 221.55 201.56

Loss carried to next year 228.49 221.55

The operations during the financial year under review have been marginal. The Company did not carry out any broking operations at NSE on account of liquidity constraints. During the year the company focused only on the recovery of their bad debts and cleared all the dues of NSE. The company has re-started its operations and is hopeful of better performance in the current year on account of the improvement in the capital market. This has improved the valuation of inventory and investments held by the company.

DIVIDEND:

Since during the year under review, your company could not achieve the profits, your directors have not recommended any dividend for the current financial year.

FIXED DEPOSITS:

The Company has neither invited nor accepted any fixed deposits during the year.

DIRECTORS:

Mrs. Anita Sehgal, Director of the company is due for retirement by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

During the year two new Directors Mrs. Manju Dhaliwal & Mr. R.K. Aggarwal have been appointed

as Additional Director.

The Board of Directors appointed Mr. Rajan Sehgal as Managing Director of the Company w.e.f. 19/7/ 2003 in the Board Meeting held on 19.7.2003. This requires approval of the shareholders and the requisite resolution for the same has been included in the agenda for the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sec. 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

a) That in preparation of the Balance sheet and the Profit and Loss account of the Company, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/Loss of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d) That the Directors had prepared the accounts for the year ended 31st March, 2003 on a "going concern" basis.

CORPORATE GOVERNANCE:

In compliance with the requirement of the Companies Act and Listing Agreement, a Management Discussion & Analysis Report and our report on Corporate Governance and Company Secretary Certificate regarding compliance of conditions of Corporate Governance are attached and made part of this report and are annexed hereto.

LISTING ON STOCK EXCHANGES:

The shares of your company are listed on Mumbai, Delhi and Kolkata Stock Exchanges.

DELISTING ON STOCK EXCHANGES :

The Companys Equity shares are presently listed on the Delhi Stock Exchange Association Ltd. The Stock Exchange Mumbai and Kolkata Stock Exchange. There has been no trading in the scip of the company, therefore in order to reduce the cost, the company desire to delist the shares in Delhi & Kolkata Stock Exchanges

SEBI has brought out revised Guidelines in Feb. 2003 regarding voluntary delisting of shares. According to the revised Guidelines, your Company may delist from anyone or more Stock Exchanges where the Companys equity shares are listed, provided the Companys Equity shares are listed on either the Stock Exchange, Mumbai or the National Stock Exchange of India Ltd. Trading volumes on all these stock exchanges have been Nil or very negligible.

The Board be and is hereby authorised Mrs. Anita Sehgal Director to do all such acts, deeds, matters and things as may be considered necessary, usual or expedient to give effect to the above resolution.

AUDITORS:

M/s Surendar K. Jain & Co., Chartered Accountants, Auditors of the Company, are liable for retirement at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

AUDITORS REPORT:

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Sec. 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

No employee is covered under section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975. as amended

STATUTORY STATEMENTS:

The Statement pursuant to Sec. 217(1) of the Companies Act, 1956 read with companies (Disclosures of particular in the Report of Board of Directors) Rules 1988 and pursuant to section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975 is not applicable as the company does not have any employee drawing remuneration exceeding the sum prescribed therein

CONSERVATION OF ENERGY :

Your company being in the business and financial services, has not consumed energy of any significant level and accordingly no comment are necessary in respect of energy conservation and reduction of energy consumption.

TECHNOLOGY ABSORPTION:

No comment is necessary considering the nature of activities undertaken by your company during the year under review.

FOREIGN EXCHANGE INCOME/OUTFLOW:

There has been no Foreign Exchange Income/outflow during the year under review

COMPANY SECRETARY:

Efforts have been made to employ a full time Company Secretary, however, suitable person could not be found.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from the share holders, banks and customers during the year under review.

For and on behalf of the Board of Directors

(Rajan Sehgal) (Anita Sehgal) Managing Director Director

New Delhi 29th Aug., 2003