pawansut holdings ltd (crd) · • mr. pawan kumar poddar • ms. seema khandelwal • mr. uttam...

ANNUAL REPORT

2013-14

PAWANSUT HOLDINGS LIMITED

CORPORATE INFORMATION

CHAIRMAN'S MESSAGE

DIRECTOR'S PROFILE

NOTICE

DIRECTOR'S REPORT

MANAGEMENT DISCUSSION

AND ANALYSIS REPORT

REPORT OF CORPORATE GOVERNANCE

AUDITOR'S CERTIFICATE ON

CORPORATE GOVERNANCE

AUDITOR'S REPORT

BALANCE SHEET

STATEMENT OF PROFIT & LOSS

CASH FLOW STATEMENT

NOTES TO FINANCIAL STATEMENTS

PROXY FORM & ATTENDANCE SLIP

ACROSS THIS REPORT......

1-2

3

4

5-8

9-10

11-12

13-18

19

20-22

23

24

25

26-35

• Mr. Laxman Singh Satyapal Chairman & Managing Director

• Mr. Pradeep Kumar Jindal Executive Director

Non Executive Directors

• Mr. Pawan Kumar Poddar

• Ms. Seema Khandelwal

• Mr. Uttam Kumar Srivastava

• Ms. Shweta Gupta

• 415, Usha Kiran Building, Commercial Complex

Azadpur, Delhi-110 033

• www.pawansutholdings.com

BOARD OF

DIRECTORS

COMPANY

SECRETARY

REGISTEREDOFFICE &

CORPORATEOFFICE

WEBSITE



• Andhra Bank

• M/s S.K. Singla & Associates

Chartered Accountants

• 107, Mukund House, Commercial Complex,

Azadpur, Delhi- 110 033

• Beetal Financial & Computer Services (P) Limited

• Beetal House, 3rd Floor, 99 Madangir

Behind Local Shopping Center

Near Dada Harsukhdas Mandir

New Delhi-110 062

• Bombay Stock Exchange

• Delhi Stock Exchange

Bankers

STATUTORY

AUDITORS

REGISTRAR

& TRANSFER

AGENT

LISTING


DEAR SHAREHOLDERS,

It gives me an immense pleasure to present you our 30th

Annual Report, and significantly, your Company has

successfully completed one year as a listed entity on Bombay

Stock Exchange. The BSE Listing was an important milestone

and the next step in the ladder is to take the Company to a

higher level of growth and operational scale. Thank you for

your continued patronage and support! We just wrapped up

another strong year at Pawansut Holdings Limited (PHL). PHL

formulates specialized structured financing solutions for

corporates to meet their Finance, Leasing and Investment

requirements, thus making a platform for delivering long term

value to all stakeholders.

We believe India's NBFCs have a pivotal role to play in

efficiently channelizing capital to corporate and enabling

growth. Today, the credit requirements of medium and large

businesses are growing more than ever before. We are focused

on leveraging this opportunity in the fixed income market.

PHL has emerged a key player among NBFCs in the Equity

business in the short span of years. Our Core Area is in Finance,

Leasing, and Investments. We are doing this by improving our

internal processes, strengthening our techniques, and

investing significantly in terms of training our people.

Just as our business portfolio is diversified, so is our talent mix.

Your Company senior management team has over 20 years of

experience on an average in a financial services sector

balancing this experience is the energy of youth. A company-

wide average employee age of 30 makes for a potent blend of

experience and skilled personnel.

EXPERIENCE MANAGEMENT PERSONNEL

PERFORMANCE OF COMPANY

FUTURE GROWTH

Your Company earned a Revenue of Rs. 15,501,536 during

2013-14 as compared to Rs. 15,419,710 over previous year.

The Company had posted a record profit after tax of Rs.

1,478,546/- as against Rs. 3,279,484 over the previous year.

During the financial year 2013-14, we further strengthened

our position in the Non-Banking Financial Company (NBFC)

sector and take pride in having established ourselves as one of

the leading NBFCs in the country, within a short period of time.

Further in the growth prospects of the Company, the Company

is planning to get its Shares listed on National Stock Exchange.

On behalf of the Board, I present my sincere appreciation and

gratitude to our customers, shareholders, bankers and others

for their continuous support and the confidence they have

reposed in the Company. I record my special appreciation of

the tireless efforts of my employees, a dedicated and loyal band

of people who have displayed unswerving commitment to their

work in these challenging times and helped the Company

deliver strong results.

We will continue to drive innovation in India's structured

finance space. We stand firm in our commitment to build a

sustainable business, deliver value to all stakeholders and serve

India's vibrant economy.

With best wishes,

Sd/-

(Laxman Singh Satyapal)

Chairman cum Managing Director

CHAIRMAN'S MESSAGE

MR. LAXMAN SINGH SATYAPAL

MR. PRADEEP KUMAR JINDAL

MR. UTTAM KUMAR SRIVASTAVA

MANAGING DIRECTOR

DIRECTOR

DIRECTOR

Mr. Laxman Singh Satyapal is the Managing Director of the

Company. His expertise lies in managing operations in a large

business environment, formulating business strategies and

identifying new markets. He is having Sound Finance and

Accounting Knowledge. He has been associated with the

company since 1990 and has more than 21 years experience

in corporate law, taxation, finance and investment.

Mr. Pradeep Kumar Jindal is Masters in Business

Administration (MBA) and graduate in commerce. He is an

Executive Director on the Board of our Company. His role

includes guiding the current businesses and building new

ones in the financial services space. He is also actively

associated with a number of social and charitable

organizations. He has over 23 years of varied rich experience

and had also practiced as Income Tax Practitioner for over 8

years. He is also a member of Audit Committee.

Mr. Uttam Kumar Srivastava is the Independent Director of the

company. He is having experience of over 11 years in public

relations and Liasoning. He is the Chairman of the Audit

Committee, Remuneration Committee and Shareholders'

Grievance Committee.

MR. PAWAN KUMAR PODDAR

MS. SEEMA KHANDELWAL

MS. SHWETA GUPTA

MR. VINIT KUMAR SHARMA

DIRECTOR

DIRECTOR

COMPANY SECRETARY

CHIEF FINANCIAL OFFICER

Mr. Pawan Kumar Poddar is the Independent Director of the

company. He is recognized for excellent people management

and team building abilities besides infusing the spirit of

action and a result oriented work culture. He is also a member

of the Audit Committee, Remuneration Committee and

Shareholders' Grievance Committee.

Ms. Seema Khandelwal is the Independent Director of the

company. She is Bachelor in Commerce and hold vast

experience and expertise in the field of finance. She is also a

member of Remuneration Committee and Shareholders'

Grievance Committee.

Ms. Shweta Gupta, heads the legal, compliance and company

secretarial function of the Company. She is a member of The

Institute of Company Secretary of India. Her expertise lies in

secretarial function & holds great managerial skills.

Mr. Vinit Kumar Sharma is the Chief Financial Officer of the

Company having expertise in financial aspects.

DIRECTOR'S PROFILE

DIRECTOR'S PROFILE

NOTICE IS HEREBY GIVEN THAT THE THIRTIETH ANNUAL GENERAL MEETING

OF THE MEMBERS OF M/S PAWANSUT HOLDINGS LIMITED (CIN NO:

L65929DL1984PLC019506) WILL BE HELD ON TUESDAY, 30TH SEPTEMBER,

2014 AT 11.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT

SHALIMAR BAGH CLUB, PLOT NO.-9, B-BLOCK, COMMUNITY CENTRE, CLUB

ROAD, SHALIMAR BAGH, DELHI-110088 TO TRANSACT THE FOLLOWING

BUSINESS: -

ORDINARY BUSINESS

1. To receive, consider and adopt Audited Balance Sheet for the financial

year ended 31st March, 2014 and Statement of Profit & Loss Account

for the financial year ended on that date along with Reports of the

Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Pradeep Kumar Jindal (DIN

00049715), who retires by rotation, and being eligible, offers himself

for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to

consider and if thought fit, to pass, with or without modification(s),

the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 and other

applicable provisions of the Companies Act, 2013, and the Rules made

thereunder, the auditors, M/s. S. K. Singla & Associates, Chartered

Accountants (Firm Registration No. 005903N), be and are hereby appointed

as Auditors of the Company to hold office from the conclusion of this Annual

General Meeting until the conclusion of the 35th Annual General Meeting of

the Company, subject to ratification by shareholders at each annual general

meeting to be held hereafter.”

SPECIAL BUSINESS

1. To consider and if thought fit, to pass, with or without modification(s), the

following resolution as an ORDINARY RESOLUTION :-

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152

read with schedule IV and other applicable provisions of the Companies Act,

2013 ('the Act') and the Companies (Appointment and Qualification of

Directors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force) and pursuant to clause 49 of

the listing agreement, Mr. Pawan Kumar Poddar (DIN 02152971), Director,

in respect of whom the company has received a notice in writing proposing

his candidature for the office of a director under section 160 of the

Companies Act, 2013, be and is hereby appointed as an Independent

Director of the company not liable to retire by rotation, to hold office for a

term of 5 consecutive years up to 35th Annual General Meeting.

2. To consider and if thought fit, to pass, with or without modification(s), the


“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152

read with schedule IV and other applicable provisions of the Companies Act,

2013 ('the Act') and the Companies (Appointment and Qualification of


enactment thereof for the time being in force) and pursuant to clause 49 of

the listing agreement, Mr. Uttam Kumar Srivastava (DIN 03372917),

Director, in respect of whom the company has received a notice in writing

proposing his candidature for the office of a director under section 160 of

the Companies Act, 2013, be and is hereby appointed as an Independent

Director of the company not liable to retire by rotation, to hold office for a

term of 5 consecutive years up to 35th Annual General Meeting.”

3. To Consider and if thought fit, to pass with or without modification(s), the


“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152

read with Schedule IV and all other applicable provisions of the Companies

Act, 2013 ('the Act') and the Companies (Appointment and Qualification of


enactment thereof for the time being in force) and Clause 49 of the Listing

Agreement, Ms. Seema Khandelwal (DIN 00007351), who was appointed as

an Additional Director pursuant to the provisions of Section 161(1) of the

Companies Act, 2013 and the Articles of Association of the Company and

who holds office up to the date of this Annual General Meeting and in respect

of whom the Company has received a notice in writing under Section 160 of

the Companies Act, 2013 from a member proposing his candidature for the

office of Director, be and is hereby appointed as an Independent Director of

the Company to hold office for 5 (five) consecutive years for a term up to the

conclusion of the 35th Annual General Meeting.”

By order of the Board of Directors

For PAWANSUT HOLDINGS LIMITED

Date: 05.09.2014 Sd/-

Place: Delhi (LAXMAN SINGH SATYAPAL)

MANAGING DIRECTOR

DIN NO: 00007258

Registered Office:

415, Usha Kiran Building,

Commercial Complex,

Azadpur, Delhi-110033

NOTES

1. A Member entitled to attend and vote at the meeting is entitled to

appoint a proxy to attend and vote on a poll instead of himself/ herself

and such proxy need not be a Member of the Company. The proxy form

duly completed and signed must be deposited at the Registered Office of the

Company, not less than forty-eight hours before the commencement of the

Annual General Meeting. Proxy so appointed shall not have any right to

speak at the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and

holding in the aggregate not more than ten percent of the total share capital

of the Company carrying voting rights. A member holding more than ten

percent of the total share capital of the Company carrying voting rights may

appoint a single person as proxy and such person shall not act as a proxy for

any other person or shareholder.

2. Brief Resume of the Directors seeking re-appointment and appointed since

last Annual General Meeting, as required under Clause 49 of the Listing

Agreement executed is annexed hereto and forms part of Notice.

3. The Register of Members and Share Transfer Books of the Company will

remain closed from September 19, 2014 and September 20, 2014 (both

days inclusive).

4. Corporate Members are requested to send a duly certified copy of the Board

Resolution / Power of Attorney authorizing their representative to attend

and vote on their behalf at the Annual General Meeting.

5. A Statement pursuant to Section 102(1) of the Companies Act, 2013,

relating to the Special Business to be transacted at the Meeting is annexed

hereto.

6. Members are requested to:-

(i) note that copies of Annual Report will not be distributed at the Annual

General Meeting and they will have to bring their copies of Annual

Report;

(ii) deliver duly completed and signed Attendance Slip at the entrance of

the meeting venue as entry to the venue will be strictly on the basis of

the Entry Slip available at the counters at the venue to be exchanged

with the Attendance Slip;

NOTICE

NOTICE

(iii) quote their Folio / Client ID & DP ID Nos. in all correspondence;

(iv) note that no gifts / coupons will be distributed at the Annual General

Meeting.

7. An Attendance Slip and proxy form have been enclosed with the notice.

Members are requested to fill up the particulars of the Attendance Slip, affix

their signature in the appropriate place and hand it over to the company's

officials at the entrance of the Meeting venue.

8. Inspection of documents: Documents referred into the Notice etc. are open

for inspection at the registered office of the Company at all working days

except Saturdays and Sundays between 11:00 A.M and 2:00 P.M upto the date

of Annual General Meeting.

9. Ministry of Corporate Affairs, Government of India vide its General Circular

dated April 21, 2011 and April 29, 2011 has taken "Green Initiative in

Corporate Governance" allowing paperless compliances of law through

electronic mode. These Circulars permit the Companies to send various

Notices/Documents to its shareholders through electronic mode to the

registered e-mail addresses of the shareholders. This move by the Ministry is

welcome since it benefits society at large reduction in consumption of paper

and it also contributes towards greener planet.

10. Members are requested to send all correspondence to Company's Registrars

at Beetal Financial & Computer Services (P) Ltd, 3rd floor 99, Near Dada

Harsukh Das Mandir, New Delhi - 110062. Telephone Number 011-

29961281-83 & E-Mail id [email protected]. Website:

www.beetalfinancial.com

11. Members may note that Annual Report for 2013-14 including Notice of

Thirtieth Annual General Meeting will also be available on Company's

website www.pawansutholdings.com for your download.

12. Members desirous of getting any information on any items of business of

this Meeting are requested to address their queries to Company Secretary of

the Company at the Registered office of the Company at least ten days prior

to the date of the meeting, so that the information required can be made

readily available at the meeting.

13. The equity shares of the company are listed at

• BSE Limited, 25th Floor, P J Tower, Dalal Street, Mumbai,

Maharashtra- 400001, and

• Delhi Stock Exchange Limited, 3/1, Asaf Ali Road, New Delhi-110 002

14. Annual Listing fees for the year 2013-14 have been paid to the respective

Exchange.

15. The information pursuant to Clause 49 of the Listing Agreement with

respect to the details of the directors seeking appointment / reappointment

at the forthcoming Annual General Meeting is annexed to the notice as

annexure.

16. VOTING THROUGH ELECTRONIC MEANS

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 and Clause 35B

of the Listing Agreement with the Stock Exchanges, the company is pleased

to offer e-voting facility to members to exercise their votes electronically on

all resolutions set forth in the notice convening the 30th Annual General

Meeting (AGM). The company has engaged the services of Central

Depository Services Limited (CDSL) to provide the e-voting facility.

The company has appointed Mr. Ankit Agarwal of A. Agarwal & Associates,

Practising Company Secretaries as the scrutiniser for conducting the e-

voting process in a fair and transparent manner.

The procedure and instructions for e-voting are as under:

In case of members receiving e-mail:

INSTRUCTIONS FOR E-VOTING

Members are requested to follow the instructions below to cast their vote

through e-voting:

The procedure and instructions for e-voting are as under:

(i) Log on to the e-voting website

(ii) Click on “Shareholders” tab.

www.evotingindia.com

(iii) Now, select “Company Name- Pawansut Holdings Limited” from the

drop down menu and click on “SUBMIT”.

(iv) Now, enter your User ID. The User ID will be provided in the

communication being sent separately.

(v) If you are holding shares in Demat form and had logged on to

www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used. If you are a first

time user, follow the steps given below:

(vi) Now, fill up the following details in the appropriate boxes:

* M e m b e r s w h o h a v e n o t u p da t e d t h e i r PA N w i t h t h e

company/RTA/depository participant are requested to use the first two

letters of their name and the sequence number (available in the attendance

slip / in the e-mail sent to the members) in the PAN Field.

* In case the sequence number is less than 8 digits enter the applicable

number of 0's before the number after the first two characters of the name.

For example, if your name is Ramesh Kumar with sequence number 1 then

enter RA00000001 in the PAN Field.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly the

company selection screen. However, members holding shares in

demat form will now reach 'Password Creation' menu wherein they

are required to mandatorily enter their login password in the new

password field. Kindly note that this password can also be used by

members holding shares in dematerialised form for voting in respect

of the 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 to share your password with any other

person and take utmost care to keep your password confidential.

(ix) For members holding shares in physical form, the details can be used

only for e-voting on the resolutions contained in this Notice.

(x) Select “EVSN” (E-voting Sequence Number) of Pawansut Holdings

Limited. Now, you are ready for e-voting as the voting page appears.

(xi) On the voting page, you will see Resolution Description and against

the same the option “YES/NO” for voting. Select the option YES or NO

as desired. The option YES implies that you assent to the resolution

and option NO implies that you dissent to the resolution.

(xii) Click on the “Resolutions File Link” if you wish to view the entire

notice.

(xiii) After selecting the resolution you have decided to vote on, click on

“SUBMIT”. A confirmation box will be displayed. If you wish to confirm

USER ID For Members holding shares in Demat form:

For NSDL: 8 Character DP ID followed by 8 Digits Client ID

For CDSL: 16 digits beneficiary ID

For Members holding shares in Physical form:

Folio Number registered with the company and then enter the

Captcha Code as displayed and

Click on Login

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both Demat shareholders as well as

physical shareholders)

DOB Enter the Date of Birth as recorded in your Demat account or in the

Company records for the said Demat account or folio in

dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account

Bank or in the company records for the said demat account or folio.

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

login. If the details are not recorded with the depository or

company please enter the member id / folio number in the

Dividend Bank details field.

NOTICE

your vote, click on “OK”, else to change your vote, click on “CANCEL”

and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be

allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on

“Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then

Enter the User ID and the image verification code and click on Forgot

Password & enter the details as prompted by the system.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.)

are required to log on to and register

themselves as Corporates.

They should submit a scanned copy of the Registration Form bearing

the stamp and sign of the entity to .

After receiving the login details they have to create a user who would be

able to link the account(s) which they wish to vote on.

T h e l i s t o f a c c o u n t s s h o u l d b e m a i l e d t o

[email protected] and on approval of the accounts they

would be able to cast their vote.

They should upload a scanned copy of the Board Resolution and

Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, in PDF format in the system for the scrutinizer to

verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.

(B) The voting period begins from 10:00 A.M of September 24, 2014 and ends

on 10:00 A.M of September 26, 2014. During this period shareholders' of the

Company, holding shares either in physical form or in dematerialized form,

as on the cut-off date (i.e. record date) from 19 September, 2014 to 20

September, 2014 , may cast their vote electronically. The e-voting module

shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the

Frequently Asked Questions (“FAQs”) and e-voting manual available at

under help section or write an email to

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

ITEM NO. 1 - 3:

Pursuant to the provisions of section 149 of the Companies Act, 2013 (the Act),

which came into effect from 1 April, 2014, every listed public company is required

to have at least one-third of the total number of directors as independent directors

(IDs). An ID shall hold office for a term up to five consecutive years on the board of

a company, but shall be eligible for re-appointment for a term up to another five

consecutive years on passing of a special resolution by the company and

disclosure of such appointment in the board's report. As per the Act, an ID is not

liable to retire by rotation.

Keeping in view the new provisions of the Companies Act, 2013 and considering

the age and the term the IDs have already served on the board, the board

considered and recommended for appointment of IDs for such terms as detailed in

their respective appointment resolutions.

In respect of Item No. 3, Ms. Seema Khandelwal (DIN 00007351) was appointed

as an Additional Director of the company as on 29th May, 2014. Pursuant to the

provisions of section 161 of the Act, She will hold office up to the date of this

Annual General Meeting.

The company has received notices in writing from members for each director

under the provisions of section 160 of the Act proposing the candidature of Mr.

Pawan Kumar Poddar, Mr. Uttam Kumar Srivastava and Ms. Seema Khandelwal as

Directors.

Mr. Pawan Kumar Poddar, Mr. Uttam Kumar Srivastava and Ms. Seema Khandelwal,

non-executive directors of the company have given a declaration to the board that

they meet the criteria of independence as provided under section 149 of the Act as

well as Clause 49 of the listing agreement. In the opinion of the board, each of

these directors fulfill the conditions specified in the Act and Rules made there

https://www.evotingindia.co.in

[email protected]

www.evotingindia.co.in

[email protected]

under for appointment as IDs and they are independent of the management.

The board recommends the appointment of these directors as independent

directors for such terms as specified in the resolutions as set out in item nos. 1 to 2

of the notice.

In compliance with the provisions of section 149 read with schedule IV of the Act

and clause 49 of the listing agreement, the appointment of these directors is being

placed before the members for their approval.

Further brief resume is also provided as per Annexure 2, Annexure 3 and

Annexure 4 below.

Save and except the above, none of the other Directors / Key Managerial

Personnel of the Company / their relatives are, in any way, concerned or

interested, financially or otherwise, in these resolutions.

ANNEXURE -1

ANNEXURE -2

BRIEF RESUME OF THE DIRECTOR SEEKING APPOINTMENT/ RE-

APPOINTMENT AT THE 30th ANNUAL GENERAL MEETING

Name Mr. Pradeep Kumar Jindal

Date of Birth January 01,1958

Date of Appointment August 30, 2006

Qualifications Masters In Business Administration

& Bachelor's Degree in Commerce.

Expertise in specific Functional area He has expertise in guiding Current

Business and managing the financial

aspects of the business.

Directorship held in other Companies 8

Membership/Chairmanship of 1

Committees across all Public

Companies other than PHL

Number of shares held in the Company NIL

Name Mr. Pawan Kumar Poddar

Date of Birth July 10, 1959

Date of Appointment March 20, 2011

Qualifications Bachelor's Degree in Commerce.

Expertise in specific Functional area His expertise lies in finance

operations. He is having experience

of over 7 years in public relations

and Liasoning


Membership/Chairmanship of 3




NOTICE

ANNEXURE -3

Name Mr. Uttam Kumar Srivastava

Date of Birth November 19, 1979

Date of Appointment March 20, 2011


Expertise in specific Functional area His expertise lies in Banking

operations. He is having experience

of over 11 years in public relations

and Liasoning


Membership/Chairmanship of NIL




Name Ms. Seema Khandelwal

Date of Birth June 12, 1971

Date of Appointment May 29, 2014


Expertise in specific Functional area Her expertise in the field of finance.


Membership/Chairmanship of NIL




By order of the Board of Directors

For PAWANSUT HOLDINGS LIMITED

Date: 05.09.2014 Sd/-

Place: Delhi (LAXMAN SINGH SATYAPAL)

MANAGING DIRECTOR

DIN NO: 00007258

ANNEXURE -4

NOTICE

To

The Shareholders,

PERFORMANCE HIGHLIGHTS

PERFORMANCE REVIEW

DIVIDEND

PUBLIC DEPOSITS

RISK AND CONCERNS

RBI NORMS AND ACCOUNTING STANDARDS

CORPORATE SOCIAL RESPONSIBILITY

Your Board of Directors has the pleasure in presenting the Thirtieth Annual

Report together with the Audited Financial Statements of your Company for the

financial year ended 31st March, 2014.

The highlights of performance of the Company for the financial year 2013-14

were as under with comparative position of previous year's performance:-

The year 2013-14 was a year with excellent financial results as far as your

Company is concerned. The Gross Income for this period was Rs. 15,501,536 as

against Rs. 15,420,476 in the year 2012-13. The Total Expenditure for the period

was Rs. 13,080,211. The Company had posted a record profit after tax of Rs.

1,478,546/- as against Rs. 3,279,484 over the previous year.

Your directors do not declare any dividend for the year with a view to conserve the

resource for future growth plans of the company.

Your Company did not accept any deposits from public in term of the provisions of

section 73 of the Companies act, 2013 and to this effect an undertaking is given to

the Reserve Bank of India.

The world today is more uncertain and volatile than anytime before. Although the

prospects and future of many developing economies including India are brighter

today, there are several challenges before the world that needs to be addressed.

There is increased competition for natural resources and increasingly volatile and

uncertain economic as well as a fragile socio-political environment. For India,

there are domestic concerns which can challenge the high growth trajectory the

country has seen in the recent years. To maintain a sustainable growth trajectory

and push economy forward the country needs to push forward critical

governance reforms which have been pending for long.

To comply with RBI directions, your company closed its accounts for the full year

ending March 2014, and your Company continues to comply with the directives

issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

PHL understands the changing business scenario and the need to collaborate with

its stakeholders to ensure long-term sustainable growth. The Company has

identified issues material to the business, prioritized through effective

stakeholder engagement and have taken effective steps to address it. We believe in

the trusteeship concept. This entails enlarging business interests and grappling

with the “quality of life” challenges that underserved communities face, and

working towards making a meaningful difference to them Board of Directors, the

Management and all of the employees subscribe to the philosophy of

compassionate care. We believe and act on an ethos of generosity and

compassion, characterized by a willingness to build a society that works for

everyone. This is the cornerstone of our CSR policy.

The current composition of the Board of Directors of your Company is as under:-

* The Following Change took place in the Board of Directors of your

Company during the year:

The Regularisation of Ms. Seema Khandelwal would take place in the

forthcoming Annual General meeting who has been appointed as an

Additional Director as on Date May 29, 2014.

As per Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Jindal,

Executive Director of the Company retires by rotation and, being eligible, offers

himself for re-appointment subject to retirement by rotation.

Mr. Pawan Kumar Poddar and Mr. Uttam Kumar Srivastava, Independent Directors,

in respect of whom the company has received a notice in writing proposing his

candidature for the office of a director under section 160 of the Companies Act,

2013, be and is hereby appointed as an Independent Director of the company not th

liable to retire by rotation, to hold office for a term of 5 consecutive years up to 35

Annual General Meeting.

The role, terms of reference, authority and powers of the Audit Committee are in

conformity with Section 177 of the Companies Act, 2013. The Committee met

periodically during the year and had discussions with the auditors on internal

control systems and internal audit report.

The Company is committed to maintain the highest standards of corporate

governance and adhere to the corporate governance requirements set out by

SEBI. The Company has also implemented several best corporate governance

practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing

Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming

compliance with the conditions of corporate governance as stipulated under the

aforesaid Clause 49, is attached to the Report on corporate governance.

Your Company is complying with all the guidelines of the Reserve Bank of India for

Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the

particulars as applicable to the Company are appended to the Balance Sheet.

Management's Discussion and Analysis Report for the year under review, as

stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in

India, is presented in a separate section forming part of the Annual Report.

The Director's Report states that:-

DIRECTORS

DIRECTORS RETIRING BY ROTATION

AUDIT COMMITTEE


RBI GUIDELINES

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

DIRECTORS RESPONSIBILITY STATEMENT

PARTICULARS 2013-2014 2012-2013

Operating Income 1,55,01,536 1,54,19,710

Other Income - 766

Total Income 1,55,01,536 1,54,20,476

Less: Total Expenses 1,28,32,727 1,01,68,656

Profit/(loss) before Depreciation & Taxes 26,68,809 52,51,820

Less: Depreciation 247,484 2,85,141

Less: Current tax 947,320 16,14,472

Less: Deferred Tax (4,541) 72,723

Profit/(Loss) for the year 1,478,546 32,79,484

SI. Name of Director Designation Date of

No. Appointment

1. Mr. Laxman Singh Satyapal Chairman & Managing Director 18/12/2000

2. Mr. Pradeep Kumar Jindal Executive Director 30/08/2006

3. Mr. Uttam Kumar Srivastava Independent Director 20/03/2011

4. Mr. Pawan Kumar Poddar Independent Director 20/03/2011

5 Ms. Seema Khandelwal Independent Director 29/05/2014

DIRECTOR'S REPORT

DIRECTOR'S REPORT

NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT (RESERVE

BANK) DIRECTIONS, 1998

APPRECIATION

Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve

Bank) Directions, 1998, a report from the statutory auditors to the Board of

Directors, has been received by the Company.

Your Directors wish to convey their gratitude and place on record their

appreciation for all the employees at all levels for their hard work, valuable

contribution and dedication during the year. Your Directors sincerely convey their

appreciation to customers, shareholders, vendors, bankers, business associates,

regulatory and government authorities for their consistent support.

i) In the preparation of the annual accounts, the applicable accounting

standards have been followed.

ii) 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

and loss account of the company for that period.

iii) The Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provisions of this Act for safeguarding the assets of the company and

for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern

basis.

v) The Directors, have laid down internal financial controls to be followed

by the company and that such internal financial controls are adequate

and were operating effectively.

vi) The directors have devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems were

adequate and operating effectively.

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the

top 100 listed entities, based on market capitalisation at BSE and NSE, to include

Business Responsibility Report (BRR) as part of the Annual Report describing the

initiatives taken by the companies from Environmental, Social and Governance

perspective. Pursuant to the above, the Stock Exchanges included in the Listing

Agreement a suggested framework of a BRR. Accordingly, the BRR is attached

which forms part of the Annual Report.

M/s. S. K. Singla & Associates, Chartered Accountants, Statutory Auditors of the

Company, hold office till the conclusion of the ensuing Annual General Meeting

and are eligible for re-appointment.

The Company has received letters from the Auditor to the effect that the re-

appointment, if made, would be within the prescribed limits under Section

141(3)(g) of the Companies Act, 2013 and that the Auditors are not disqualified

for re-appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-

explanatory and do not call for any further comments.

Your Directors place on record the appreciation of effort and dedication of the

employees in achieving good results during the year under review. In line with its

policy, your Company continues to place great emphasis on training programmes

for all-round development of the staff at all levels.

Your Company has been actively concentrating on development of human

resources, which is a prime asset for its substantial growth.

The company does not have any employees whose remuneration exceed the limits

for which disclosure is required in accordance with section 134(3)(e) of the

Companies Act, 2013.

The Company, being engaged, in the industrial financing does not have any energy

utilization or technology absorption. The Company during the year under

consideration has not earned or spent any foreign exchange.

BUSINESS RESPONSIBILITY STATEMENT

AUDITORS

EMPLOYEES

PARTICULARS OF EMPLOYEES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3)

(m) OF THE COMPANIES ACT, 2013

For and on behalf of the Board of Directors

Place : Delhi

Dated : 05.09.2014

Sd/-


Chairman & Managing Director

Din No. : 00007258

DIRECTOR'S REPORT

growth of the country

Higher regulatory restrictions

Loans for working capital requirements

New opportunities in credit card, personal finance, home equity, etc

Regulatory changes in the NBFC and ancillary sectors

High cost of funds

Enterprise Risk Management (ERM) at PHL encompasses practice relating to

identification, evaluation, monitoring and mitigation of various key risks towards

the achievement of the key business objectives. It helps to minimise adverse

impact of risks and also enable to leverage market opportunities. Risk

management practices seek to sustain and enhance short & long term competitive

advantage to the Company. It is integral to our business model, described as the

“Practicable, Sustainable, Profitable and De-risked” (PSPD) model. Our core values

and ethics provide the platform for our risk management practices.

Risk Management & Governance

Responsible for managing overall ERM,Internal Control, Compliance and

Assurance activities.

Co-ordinating with Internal Auditors & Functional Head fortimely

execution of Audit & compliance of Audit observation.

Work with Business Management Group (BMG) of respective locations for

process efficiency & productivity improvements.

Ensure effective implementation of Standard Operating Procedure &

Policies.

Conducting management Audit & Special Audit as assigned by the

Management/Audit Committee.

Conducting Self Assessment Survey for all Business Verticals.

Monitoring Key Controls for their effectiveness & consistency.

Timely action & reporting of significant issues to Sub Audit

Committee/AuditCommittee.

Monitoring Statutory compliances of all location through Control Manger

System.

Fraud Assessment and preventive measures to avoid the same

PHL has an adequate internal control system in place to safeguard assets and

protect against losses from any unauthorised use or disposition. The system

authorises, records and reports transactions and ensures that recorded data are

reliable to prepare financial information and to maintain accountability of assets.

The Company's internal controls are supplemented by an extensive programme

of internal audits, review by the management, and documented policies,

guidelines and procedures.

At PHL, human resources are the cornerstone of growth and progress. The

Company recognizes that people are not just a valuable asset but play a critical

role in achieving its goals too. As on March 31, 2014, the Company has a team of

talented and experienced employees, providing a wide range of financial services.

Human Resource is the key strength of any organization. Attracting and retaining

the required talent is a continuing challenge for the Corporation.

Throughout the year, PHL has been able to attract and retain key talent at all levels.

During the year, the company further strengthened its IT infrastructure and

systems to support its operations. It is effortlessly able to maintain its existing

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OPPORTUNITIES

THREATS

RISK MANAGEMENT

INTERNAL CONTROL SYSTEMS

HUMAN RESOURCES

OVERVIEW

NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK

OVERVIEW OF THE ECONOMY

STRENGHT, WEAKNESS, OPPORTUNITY AND THREATS

PHL is a Systemically Important NBFC with a record of consistent growth and

profitability and a comprehensive product suite to meet the multiple financial

needs of its customers

This Management Discussion and Analysis Report has to be read in conjunction

with the Company's financial statements, which follows this section. The

Financial Statements have been prepared in compliance with the requirements of

the Companies Act, 1956, and Generally Accepted Accounting Principles (GAAP)

in India and the directions issued by Reserve Bank of India for Non Banking

Financial Companies from time to time, wherever applicable. The estimates and

judgments relating to the financial statements have been made on a prudent and

reasonable basis, in order that the financial statements reflect in a true and fair

manner the form and substance of transactions, and reasonably present the

Company's state of affairs and profits for the year. The following discussion may

include forward looking statements which may involve risks and uncertainties,

including but not limited to the risks inherent to Company's growth strategy,

change in regulatory norms, economic conditions and other incidental factors.

Actual results could differ materially

For several years, NBFCs have rapidly emerged as an important segment of the

Indian Financial System. The sector is now being recognized as complementary to

the banking sector due to the implementation of innovative marketing strategies,

introduction of tailor made products, customer-oriented services, attractive rates

of return and simplified procedures. NBFCs have emerged as a powerful force for

financial inclusion in India, serving the bottom of the pyramid rural clients.

NBFCs are characterized by their ability to provide niche financial services in the

Indian economy. Because of their relative organizational flexibility leading to a

better response mechanism, they are often able to provide tailor-made services

relatively faster than banks.

NBFC's are governed and are required to be registered with RBI, follow stringent

prudential norms prescribed by RBI in the matters of capital adequacy, credit

investment norms, asset-liability management, income recognition, accounting

standards, asset classification, provisioning for NPA and several disclosure

requirements. Besides this, RBI also supervises the functioning of NBFCs by

conducting annual on-site audits through its officials. Such a rigorous regulatory

framework ensures that NBFCs function properly and follow all the guidelines of

RBI. Thus in all respect the monitoring of NBFCs is similar to banks.

India's GDP growth peaked at 9.3% in FY11 and has dropped sequentially since

then to 6.3% in 2012 and to 4.5% in FY13. Growth appears to have bottomed out at

4.4% in Q1 FY14, and GDP growth has since risen to 4.8% in Q2 FY14, and 4.7% in

Q3 FY14.

At this juncture, economic indicators point to a revival of growth as challenges

such as the steep current account deficit, tight liquidity and high food inflation

have ebbed. Further, measures have been taken by the government to expedite

project clearances and boost Capital Expenditure expansion. Most importantly, a

fresh political mandate at the centre is expected soon, and has resulted in some

optimism in businesses

Able to generate higher yield on assets

Strong financial track record

Experienced and stable management team

Strong relationships with public as well as private banks, institutions and

investors

The Company's business and its growth are directly linked to the GDP

STRENGTHS

WEAKNESSES

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MANAGEMENT DISCUSSION & ANALYSIS REPORT


resources by keeping pace with the changing business environment and by

ensuring staff continuity. The Company has a team of able and experienced

industry professionals and employees.

Looking ahead, the Company plans to continue its drive towards building cultural

capabilities that will give us a competitive edge in the market.

PHL believes that to facilitate efficiencies and ensure seamless business growth,

investing in technology is crucial. The implementation of appropriate IT systems

results in better customer experiences, a reduced Turn Around Time (TAT) and

minimized operational risks and human errors.The Company's hardware

infrastructure and the security systems have also been upgraded to strengthen the

overall network. PHL has also enhanced its communication channels to allow for

more efficient internal and external communications which culminate in faster

decision making and greater customer satisfaction.

Statements in this Management Discussion and Analysis describing the

Company's objectives, projections, estimates and expectations may be 'forward

looking statements' within the meaning of applicable laws and regulations. Actual

results might differ substantially or materially from those expressed or implied

due to risk and uncertainties. These risks and uncertainties include the effect of

economic and political conditions in India and abroad, volatility in interest rates

and in the securities market, new regulations and Government policies that may

impact the Company's businesses as well as the ability to implement its strategies.

The Company has obtained all market data and other information from sources

believed to be reliable or its internal estimates, although its accuracy or

completeness cannot be guaranteed.

TECHNOLOGY

DISCLAIMER/ CAUTIONARY STATEMENT

For and on behalf of the Board of Directors

Place : Delhi

Dated : 05.09.2014

Sd/-


Chairman & Managing Director

Din No. : 00007258



CHAPTER

KEY BOARD FUNCTIONSSTRATEGY

CEO

MONITORING

RISK MANAGEMENT

COMPLIANCE

POLICY FARMEWORK

NETWORKING

STAKE HOLDERS

COMMUNICATION

IMPROVING BOARDPROCESSES

Board Meeting

Board Meetings Age NDA

Board Minutes

The Board CalenderCommittee

DEFINING GOVERNANCE ROLES

BOARD STRUCTUREROLE OF BOARD

ROLE OF INDIVIDUAL DIRECTORS

ROLE OF CHAIRMANROLE OF CEO

ROLE OF COMPANYSECRETARY

EFFECTIVE GOVERNANCE

DIRECTOR EVALUATION

DIRECTOR PROTECTION

DIRECTOR EVALUATIONDIRECTOR SELETION

DIRECTOR DEVELOPMENTAND INDUCTION

COMPOSITION OF BOARD OF DIRECTORS

Number of Board Meetings

The Company's Board comprises of well qualified esteemed panel of Board of

Directors, including a Chairman, Director and few Independent Directors. The

Chairman of the Board is an Executive Director on the Board. The Composition of

the Board is in conformity with Clause 49 of the Listing Agreement, which

stipulates that 50 per cent of the Board should comprise of Non Executive

Directors, and if the Chairman is Non-Executive and not a promoter, one-third of

the Board should be independent and in case he is an Executive Director, at least

half of the Board should comprise of independent directors.

The current composition of the Board is as under:

The Board of Directors met Eleven times during the year under review.

*The gap between any two meetings was less than four months.

Directors' Attendance Record And Directorship Held

As mandated by the Clause 49, none of the Directors are members of more than

ten Board level committees nor the Chairman of more than five committees in

which they are members.

Details of Number of Board Meetings attended by Directors, attendance at last

Annual General Meeting (AGM), number of other Directorships (in Public Limited

Companies) /Committee Memberships (viz Audit Committee and

Shareholders/Investors Grievance Committee) (other than PHL), held by

Directors during the Financial Year 2013-14 are tabled below:-

*Excluding Directorship in foreign companies, Private Limited Companies,

companies under Section 25 of the Companies Act, 1956 and companies in which

the directors hold office as Alternate Director.

CLAUSE 49 OF LISTING AGREEMENT

COMPANY'S PHILOSPHY ON CORPORATE GOVERNANCE

Corporate Governance is beyond the realm of law. It stems from the culture and

mindset of management, and cannot be regulated by legislation alone. Corporate

Governance deals with conducting the affairs of a company such that there is

fairness to all stakeholders and that its actions benefit the greatest number of

stakeholders. It is about openness, integrity and accountability. What legislation

can and should do, is to lay down a common framework the “form” to ensure

standards. The “substance” will ultimately determine the credibility and integrity

of the process. Substance is inexorably linked to the mindset and ethical standards

of management.” has always strived to go beyond the statutory and regulatory

requirements of Corporate Governance. Our endeavour is to follow good

governance in letter as well as spirit.

PHL always believe that sound Corporate Governance is critical for enhancing

long-term shareholder value and retaining investor trust. A Corporation is a

congregation of various stakeholders, namely, customers, employees, investors,

vendor partners, Government and society. A Corporation should be fair and

transparent to its stakeholders in all its transactions. This has become imperative

in today's globalized business world where corporations need to access global

pools of capital, need to attract and retain the best human capital from various

parts of the world, need to partner with vendors on mega collaborations and need

to live in harmony with the community. Unless a Corporation embraces and

demonstrates ethical conduct, it will not be able to succeed.

PHL aims not only its own growth but also maximization of benefits to the

shareholders, employees, customers, government and also the general public at

large. For this purpose the company continuously strives to improve its level of

overall efficiency through good corporate governance, which envisages

transparency, professionalism and accountability in all its operations.

BOARD OF DIRECTORS

The Corporate Governance principles of the company ensure that the board

remains informed, independent and involved in the company and that there are

ongoing efforts towards better corporate governance to mitigate “non business”

risks. The board is fully aware of its fiduciary responsibilities and recognizes its

responsibilities to shareholders and other stakeholders to uphold the highest

standards in all matters concerning the company and has empowered responsible

persons to implement its broad policies and guidelines and has set up adequate

review processes.

REPORT ON CORPORATE GOVERNANCE

Mr. Laxman Singh Satyapal

Mr. Pradeep Kumar Jindal

Mr. Uttam Kumar Srivastava

Mr. Pawan Kumar Poddar

Ms. Seema Khandelwal

Chairman and Managing Director

Executive Director

Independent Director



NAME POSITION

May 1, 2013

May 28, 2013

June 11, 2013

July 10, 2013

DATES OF BOARD MEETINGS HELD DURING THE FY 2013-14

December 6, 2013

February 11 , 2014

March 11, 2014

August 9, 2013

August 12, 2013

September 4, 2013

November 11, 2013

NAME OF POSITION NO. OF NO. OF WHETHER NO. OF NO. OF NO. OF

DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE

HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS# CHAIRMANSHIPS#

2013-14 IN 2013-14 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN

30, 2013 COMPANIES* PHL PHL

Mr. Laxman Executive 11 11 Yes 1 NIL NIL

Singh Chairman

Satyapal

Mr. Pradeep Executive 11 11 Yes 1 1 NIL

Kumar Director

Jindal

Mr. Uttam Independent 11 11 Yes 1 NIL NIL

Kumar Director

Srivastava

Mr. Pawan Independent 11 11 No 1 NIL 3

Kumar Director

Poddar


SHARE HOLDERS

GRIEVANCE

COMMITTEE

AUDIT COMMITTEE

NOMINATION &

REMUNERATION

COMMITTEE

COMMITTEE

OF BOARD

INFORMATION SUPPLIED TO THE BOARD

COMPLIANCE WITH APPLICABLE LAWS

The Board has complete access to all information about the Company. Inter alia,

the following information is regularly provided to the Board as per Annexure 1 A

of the listing Agreement with Stock Exchanges.

! Annual operating plans and budgets and any update thereof

! Capital budgets and any updates thereof

! Quarterly results for the Company and operating divisions and business

segments

! Minutes of the meetings of the Audit

! Committee and other Committees of the Board

! Minutes of the Board meetings of subsidiary companies

! Information on appointment or removal of Chief Financial Officer and

Company Secretary. The Appointment of Chief Financial Officer is also

considered at Audit Committee of the Company

! Materially important show cause, demand, prosecution notices and penalty

notices

! Any material default in financial obligations to and by the Company, or

substantial nonpayment for services rendered by the Company

! Details of any joint venture or collaboration agreement

! Transactions that involve substantial payment towards goodwill, brand

equity or intellectual property

! Significant developments in human resources/employee relations front

! Sale of material nature of investments, subsidiaries, assets, which is not in

the normal course of business

! Quarterly details of foreign exchange exposures and the steps taken by

Management to limit the risks of adverse exchange rate movement, if

material.

! Non compliance of any regulatory, statutory nature or listing requirements

and shareholders service such as non-payment of dividend, delay in share

transfer, etc.

! Other materially important information.

The Board periodically reviews compliance reports of all laws applicable to the

Company, prepared by the Company as well as steps taken by the Company to

rectify instances of non compliances.

The Company has a robust system in place for monitoring of various statutory and

procedural compliances. The Board periodically reviews the status of Statutory,

Policy & Procedural compliances to ensure proper compliance of all laws

applicable to the company.

Your Company has adopted a Code of Conduct for all the employees

including the Board Members and Senior Management Personnel of the

Company in accordance with the requirement under Clause 49(I)(D) of the

Listing Agreement. The Code of Conduct has been posted on the website of

the Company. All the Board Members and the Senior Management

Personnel have affirmed their compliance with the said Code of Conduct for

the financial year ended 31st March, 2014. A copy of the Code has been

placed on the website of the Company i.e. . The

Declaration to that effect has been signed by Mr. Laxman Singh Satyapal,

Managing Director of the company.

All the members of the Board and Senior Management have affirmed

compliance with the Company's Code of Conduct and Ethics' for the financial

year ended March 31, 2014.

Sd/-

Managing Director

DIN : 00007258

a) Code of Conduct

www.pawansutholdings.com

Declaration required under Clause 49 of the Listing Agreement


b) Code for Prevention of Insider Trading

In pursuance of Securities and Exchange Board of India (Insider Trading)

Regulations, 1992 as amended from time to time, PHL's Code of Conduct for

Prevention of Insider Trading covers all the Directors, senior management

personnel, persons forming part of promoter(s)/ promoter group(s) and

such other designated employees of the Company, who are expected to have

access to unpublished price sensitive information relating to the Company.

The Directors, their relatives, senior management personnel, persons

forming part of promoter(s)/ promoter group(s), designated employees etc.

are restricted in purchasing, selling and dealing in the shares of the

Company while in possession of unpublished price sensitive information

about the Company as well as during certain periods known as “Quiet

Period”. All the Directors, senior management personnel, persons forming

part of promoter(s)/ promoter group(s) and other designated employees of

the Company are restricted from entering into opposite transaction, i.e., buy

or sell any number of shares during the next six months following the prior

transaction and also are restricted from taking any position in derivative

transactions in the shares of the Company at any time.

The Board functions either as a full Board or through various committees

constituted to oversee specific operational areas. The Board of Directors and its

committees meet at regular intervals.

All decisions pertaining to the constitution of Board Committees, appointment(s)

of members and fixation of terms of reference of the committees is taken by the

Board of Directors.

To rationalise all employees' related issues, while adhering to the requirements of

the Companies Act, 2013 / Clause 49 of the Listing Agreement, Securities and

Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999, as amended from time to time, the Board of

the Company has constituted 'Nomination and Remuneration Committee'. The

term of reference of the 'Remuneration Committee' was conferred on the

'Nomination and Remuneration Committee'; consequently, the Remuneration

Committee was dissolved.

During the year under review, the committee met Four times, i.e. May 28th, 2013,

August 09th, 2013, November 11th, 2013 and February 11th, 2014. The details of

the attendance of Directors at Remuneration Committee meeting during the

financial year are as under:

COMMITTEES OF THE BOARD OF DIRECTORS

NOMINATION AND REMUNERATION COMMITTEE :

Mr. Uttam Kumar Srivastava (Chairman)

Mr. Pawan Kumar Poddar (Member)

4

4

NAME Number of Remuneration

Committee Meeting (s) Attended


composition of Shareholders/ Investors Grievance Committee of the Board of

Directors is as under:

During the Financial Year 2013-14, four Meetings of Shareholders/Investors

Grievance Committee were held on April 23, 2013, August 9, 2013, November 11,

2013 and February 10, 2014 to review the Grievance procedures and status of

pending Shareholders/ Investors grievances. The maximum gap between the two

Meetings should not be more than 4 months as per statutory requirement.

Meetings attended by individual member during the year 2013-14 are detailed

below:-

The quorum of meeting of the Shareholders/Investors Grievance Committee is

three members including the Chairman of the Committee.

Ms. Shweta Gupta, Company Secretary is the Convener of the Meetings of the

Shareholders/Investors Grievance Committee and is the Compliance Officer of the

Company in terms of Clause 47(a) of the Listing Agreement. Further, Registrar &

Share Transfer Agents (R&TAs) appointed by the Company are standing invitees

at the Meetings of Shareholders/Investors Grievance Committee.

(ii) Status of Shareholders/Investors Grievances

As per SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011 all complaints

pertaining to listed companies are being forwarded electronically through

SCORES. The Company has implemented SCORES (System) SEBI Complaints

Redress on December 29, 2012. The Company has not received any Shareholders/

Investors Grievances for the period from 29.12.2012 to 31.03.2014. Further, as

per Annexure 1C of the listing Agreement with Stock Exchanges brief information

is provided below:

A detailed report on the Management Discussion and Analysis is provided as a

separate section in the Annual Report.

The Company does not have any “Subsidiary Company” under Section 2(87) of the

Companies Act, 2013. Further, Clause 49 of the Listing Agreement defines a

“material non-listed Indian subsidiary “as an unlisted subsidiary, incorporated in

India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds

20% of the consolidated turnover or net worth respectively, of the listed holding

MANAGEMENT DISCUSSION AND ANALYSIS

SUBSIDIARY COMPANIES

The minutes of the Meeting of Remuneration Committee forms part of the

documents placed before the Meetings of the Board.

The Company's remuneration policy is based on the fundamental rule of

rewarding performances as against earmarked objectives. The policy aims at

attracting and retaining high caliber talent and ensures equity, fairness and

consistency in rewarding the employees.

The annual variable pay of senior managers is linked to the Company's

performance in general and the performance of their functions/business units

for the relevant year is measured against specific major performance areas which

are closely aligned to the Company's objectives.

(I) The current composition of Audit Committee of the Board of Directors is as

under:

(ii) The terms of reference of the Audit Committee are as under:

a) to comply with the requirements in accordance with Section 177 of

the Companies Act, 2013;

b) to comply with the requirements relating to Audit Committee as

envisaged in Clause 49 of the Listing Agreement;

c) to comply with any other applicable provisions relating to the Audit

Committee.

During the Financial Year 2013-14, Meetings of the Audit Committee were held on

May 28, 2013, August 09, 2013, November 11, 2013, and February 11, 2014. The

maximum gaps between the two Meetings should not be more than 4 months as

per statutory requirement. Meetings attended by individual member during the

year 2013-14 are detailed below:-

The representatives of the statutory auditors are regularly invited by the Audit

Committee to its meetings.

Ms. Shweta Gupta, Company Secretary of PHL, is the Secretary to the Committee.

All members of the Audit Committee have Accounting and Financial Management

expertise. Mr. Uttam Kumar Srivastava, Chairman of the Audit Committee, was

present at the Company's previous Annual General Meeting (AGM) held on

September 30, 2013 to answer shareholder queries.

The Shareholders/Investors Grievance Committee was constituted by the Board

of Directors in its Meeting held on July 29, 2002.This Committee specifically looks

into the Redressal of Shareholders and Investors complaints like transfer of shares,

non-receipt of Balance Sheet and declared dividend etc. The Committee is chaired

by Mr. Uttam Kumar Srivastava. As on March 31, 2014, the Investors' Grievance

Committee consists of two Directors, all of whom are Independent. The current

REMUNERATION POLICY:

AUDIT COMMITTEE

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

SR NO.

1

2

3

NAME OF MEMBERS




DESIGNATION

Independent

Executive

Independent

POSITION IN

COMMITTEE

Chairman

Member

Member

SR NO.

1

2

3

NAME OF THE

COMMITTEE MEMBERS




DESIGNATION

Independent

Independent

Executive

POSITION IN

COMMITTEE

Chairman

Member

Member

NAME OF MEMBERS



POSITION



STATUS

Chairman

Member

NO. OF

MEETINGS

HELD

4

4

NO. OF

MEETINGS

ATTENDED

4

4

ATTENDANCE RECORD OF PHL'S SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

BRIEF INFORMATION OF PHL'S SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

Name of non-executive director heading the committee

Name and designation of compliance officer

Number of shareholders' complaints received so far

Number not solved to the satisfaction of shareholders

Number of pending complaints


Ms. Shweta Gupta

NIL

NIL

NIL

NAME OF MEMBERS




POSITION


Executive Director


STATUS

Chairman

Member

Member

NO. OF

MEETINGS

HELD

4

4

4

NO. OF

MEETINGS

ATTENDED

4

4

4

Attendance record of PHL's Audit Committee


3) The Company has not adopted any separate “Whistle Blower policy”.

4) The Company has fully complied with all the mandatory requirements

prescribed under Clause 49 of the Listing Agreement and has adopted all

suggested items to be included in the Report on Corporate Governance.

5) The company has laid down the procedures to inform the Board about the

risk assessment and minimization. The Board of Directors of the company

periodically reviews these procedures to ensure that integrated risks are

managed through a properly defined framework.

6) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for

the Financial Year 2013-14 have been prepared as per the Accounting

Standards referred to in Sub-section (3C) of Section 211 of the Companies

Act, 1956.

7) There is no inter-se relationship between Directors of the Company, as per

declarations received.

8) The Company has adopted “Vigil Mechanism policy” as per Section 177 of

the Companies Act, 2013.

The company recognizes communication as a key element of the overall

Corporate Governance framework and therefore emphasizes continuous,

efficient and relevant communication to all external constituencies.

As per the newly inserted Clause 54 of the Listing Agreement, the Company has

maintained functional website containing basic

information about the Company e.g. details of its business, financial information,

shareholding pattern, compliance with Corporate Governance, contact

information of the designated officials of the Company who are responsible for

assisting and handling investor grievances, etc. and the same are updated at any

given point of time.

As per Clause 52 of the Listing Agreement, information about the financial results,

shareholding pattern and other specified details are now electronically filed

through the Corporate Filing and Dissemination System (CFDS). Investors can

view this information by visiting the website . Quarterly/

Annual financial results are published in one English and Hindi Newspapers in

Financial Express and Hari Bhoomi respectively.

In terms of Clause 49 of the Listing Agreement, The Managing Director and CFO

certification of the financial statements for the year is enclosed at the end of this

Report.

The Company is fully complied with the applicable mandatory requirements of the

Clause 49 of the Listing Agreement and has adopted all suggested terms to be

included in the Report on Corporate Governance.

I. The Board:

a. The Company is headed by an Executive Chairman; and

b. All Independent Directors have adequate qualifications, expertise and

experience which enable them to contribute effectively to the

management of the Company.

II. Shareholders Rights: The quarterly financial results of the Company are

published in leading newspapers as mentioned under the heading 'Means of

Communication' of the Report on Corporate Governance and also posted on

the website of the Company. These results are not separately circulated to

the shareholders.

III. Training to Board Members: It is need based.

IV. Mechanism for evaluating non-executive Board Members: Not yet

adopted by the Company.

V. Whistle Blower Policy: Not yet adopted by the Company.

MEANS OF COMMUNICATION

CEO/CFO CERTIFICATION

COMPLIANCE WITH MANDATORY REQUIREMENTS

ADOPTION OF NON-MANDATORY REQUIREMENTS

www.pawansutholdings.com

www.corpfiling.co.in

company and its subsidiaries in the immediately preceding accounting year.

Under this definition, the Company does not have a 'material non-listed Indian

subsidiary'.

The last three Annual General Meetings of the Company were held at Registered

Office of the Company as per details given below:

No Resolution was passed through Postal Ballot in the Financial Year 2013-14.

Also, none of the business in the ensuing Annual General Meeting requires a

Special Resolution to be passed through Postal Ballot.

As a responsible Corporate Citizen, your Company has actively supported the

implementation of 'Green Initiative' circulars issued by Ministry of Corporate

Affairs (MCA) and effected electronic delivery of Notice of Annual General Meeting

(AGM) and Annual Report for the year ended March 31, 2014 to those

shareholders whose email ids were already registered with the respective

Depository Participants (DPs) and downloaded from the depositories viz.

NSDL/CDSL and who have not opted for receiving Annual Report in physical

form, as done in previous year.

Shareholders are requested to support the initiative

of your Company by registering/ updating emails addresses for receiving

electronic communications

Pursuant to clause 49 of Listing Agreement and as per applicable provisions of

section 177 of the Companies Act, 2013 requires every listed company shall

establish a Whistle Blower policy / Vigil Mechanism for the directors and

employees to report genuine concerns or grievances about unethical behaviour,

actual or suspected fraud or violation of the company's Code of Conduct or Ethics

Policy. The Company has adopted a Code of Conduct for Directors and Senior

Management Executives (“the Code”), which lays down the principles and

standards that should govern the actions of the Company and its employees. Any

actual or potential violation of the Code, howsoever insignificant or perceived as

such, would be a matter of serious concern for the Company. Such a vigil

mechanism shall provide for adequate safeguards against victimization of

directors and employees who avail of such mechanism and also make provisions

for direct access to the Chairperson of Audit Committee in exceptional cases.

1) The company has not entered into any transaction of material nature with

its promoters, the directors or the management, their relatives or its

subsidiaries, that may have any potential conflict with the interest of the

Company.

2) The company has complied with all the requirements of the listing

agreement with the stock exchanges as well as regulations and guidelines

issued by SEBI. Hence neither any penalty nor any stricture has been

imposed by SEBI, Stock Exchanges or any other statutory authority on any

matter related to capital market during the last three year.

GENERAL BODY MEETINGS

VIGIL MECHANISM

DISCLOSURES

GREEN INITIATIVE IN CORPORATE GOVERNANCE

"THINK GREEN, GO GREEN"

Meeting No.

27th

28th

29th

Financial Year

2010-11

2011-12

2012-13

Date and Day

November 29,2011,

Wednesday

September 28,2012

Friday

September 30,2013

Monday

Time

12.30 P.M

12.30 P.M

11.00 A.M

Whether any

Special

Resolution

Passed

No

No

No


Name & Address Telephone / Fax / E-mail ID / Website Scrip Code

BSE Limited (BSE) Telephone: (022) 22721233/4 535658

Phiroze Jeejeebhoy Towers Fax: (022) 22721919

Dalal Street, E-mail ID:

Mumbai - 400 001. Website:

Delhi Stock Exchange Limited (DSE) Phone No: +91-11-4647 0000 16063

DSE House, 3/1, Asaf Ali Road, Fax: +91-11-46470053 & 4647 0054

New Delhi-110002 Email:

Website:

[email protected]

www.bseindia.com

[email protected]

www.dseindia.org.in

GENERAL SHAREHOLDER INFORMATION

ANNUAL GENERAL MEETING

Date : September 30, 2014 Time : 11.30 A.M.

Venue : SHALIMAR BAGH CLUB, PLOT NO.-9, B-BLOCK, COMMUNITY CENTRE,

CLUB ROAD, SHALIMAR BAGH, DELHI-110088

ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2013-14

FINANCIAL CALENDAR

BOOK CLOSURE

DIVIDEND PAYMENT

LISTING ON EQUITY SHARES

INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)

STOCK PRICE DATA:

Financial Calendar for the Financial Year 2013-14 vis-a-vis Financial Year 2014-15

The Register of Members and Share Transfer Books of the Company will remain

closed from September 19, 2014 to September 20, 2014 inclusive of both days.

No dividend is recommended for payment.

PHLs Shares are listed on the following Stock Exchanges:-

ISIN is a unique identification number of traded scrip. This number has to be

quoted in each transaction relating to the dematerialized securities of the

Company. ISIN of Equity Shares of the Company is INE260M01017

The monthly high and low prices and volumes of your Company's shares at BSE

and DSE, for the year ended 31st March, 2014 are given as follows:

• Market Price Data for the year 2013-2014

BOMBAY STOCK EXCHANGE

DELHI STOCK EXCHANGE

Particulars Financial Year 2013-14 Financial Year 2014-15

Accounting period April 1, 2013 to March 31, 2014. April 1, 2014 to March 31, 2015

Announcement of 1st Quarter 9th August, 2013 First three Announcement

Financial Results Quarters within 45 days

2nd Quarter 11th November, 2013 from the end

of each quarter

3rd Quarter 11th February, 2014 4th Quarter Announcement

& Annual within 60 days

Financial from the end of

Results Financial Year.

4th Quarter 29th May, 2014

Annual General September 30, 2014

Meeting

APRIL'13

MAY'13

JUNE'13

JULY'13

AUG'13

SEP'13

OCT'13

NOV'13

DEC'13

JAN'14

FEB'14

MAR'14

-

-

343

365

374

383.5

405

440

401.2

320.5

165

189.9

-

-

474

375

395

485

505

497

411

322

197

198

-

-

328.05

322

320

378

390

371

303

135

160

178.05

-

-

370.7

374

382.35

402.5

416.05

396.7

319.45

166.45

191.45

190.7

-

-

417790

480050

978388

1018297

947971

866033

1140994

2032969

2376003

4391686

MONTH OPEN (Rs.) HIGH (Rs.) LOW (Rs.) CLOSE (Rs.) VOLUME

MONTH

APRIL'13

MAY'13

JUNE'13

JULY'13

AUG'13

SEP'13

OCT'13

NOV'13

DEC'13

JAN'14

FEB'14

MAR'14

OPEN (Rs.)

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

HIGH (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

LOW (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

CLOSING (RS.)

---

---

---

---

---

---

---

---

---

---

---

---


CATEGORY NO. OF SHARES % OF TOTAL CAPITAL ISSUED

NSDL

CDSL

PHYSICAL

TOTAL

6996140 61.837

4145265 36.639

172500 1.52

11313905 100%

REGISTRAR AND SHARE TRANSFER AGENT

SHARE TRANSFER SYSTEM

M/s Beetal Financial & Computer Services (P) Ltd.

Beetal House, 3rd Floor, 99 Madangir,

Behind Local Shopping Centre,

Near Dada Harsukhdas Mandir,

New Delhi 110 062

E-mail:

Website:

The PHL's shares which are in compulsory dematerialised (demat) list are

transferable through the depository system. The shares under physical segment

are transferred through Beetal Financial & Computer Services (P) Ltd. Beetal

receives the shares to be transferred along with the transfer deed from transferee,

verifies it, prepares the Memorandum of transfer etc.

Pursuant to Clause 49 of the Listing Agreement, Investors' Grievance (Share)

Committee has also been constituted to consider and approve requests received

from shareholders for splitting/consolidation transfer of physical shares.

Further pursuant to Clause 47(c) of the Listing Agreement with the Stock

Exchanges, Certificate on half yearly basis confirming due compliance of share

transfer formalities by the Company from Practicing Company Secretary have

been submitted to Stock Exchanges within stipulated time.

• Shareholding pattern as on March 31, 2014.

[email protected]

www.beetalfinancial.com

Distribution of shareholding as on March 31, 2014.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31, 2014

The shares of the Company are in compulsory dematerialized segment and

available for trading system of both National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited (CDSL).

The Reconciliation of Share Capital Audit Report of every quarter of the Financial

Year 2013-14, confirms that the total issued / paid up share capital is in

agreement with the total number of shares in physical form and the total number

of dematerialized shares held with NSDL and CDSL. These reports were submitted

to the Stock Exchanges within the stipulated time.

The Company has paid Annual Listing Fee for the Financial Year 2014-15 to the

respective Exchange.

The Company has paid Annual Custodial Fee for the Financial Year 2014-15 to

NSDL and CDSL.

PLANT LOCATIONS : Not applicable.

ADDRESS FOR CORRESPONDENCE

Pawansut Holdings Limited,

415, Usha Kiran Building, Commercial Complex, Azadpur, Delhi- 110 033, India.

Ms. Shweta Gupta (Company Secretary)

Tel: +91-11-43619333 Fax: +91-11-45689333

E-mail:

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

ANNUAL LISTING FEE TO STOCK EXCHANGES

ANNUAL CUSTODIAL FEE TO DEPOSITORIES

COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON

[email protected]

NUMBER

OF

SHARES

0001- 5000

5001-10000

10001- 20000

20001- 30000

30001- 40000

40001- 50000

50001- 100000

100001-ABOVE

TOTAL

NUMBER OF

SHARE

HOLDERS

442

5

5

12

7

23

33

148

675

% OF

SHARE

HOLDERS

65.48

0.74

0.74

1.78

1.04

3.41

4.89

21.93

100

TOTAL

NO. OF

SHARES

11562

4650

8100

32200

25550

109733

270379

10851731

11313905

AMOUNT

1,15,620

46,500

81,000

3,22,000

2,55,500

10,97,330

27,03,790

10,85,17,310

11,31,39,050

% OF

SHARES

0.1022

0.0411

0.0716

0.2846

0.2258

0.9699

2.3898

95.9150

100

CATEGORY

Promoters & Person acting in concert

Public Financial Institution & Govt. Companies

Banks, Financial Institutions Mutual Funds

Non Resident Indians

Bodies Corporate

Others ( Public )

Total

TOTAL NO.

OF SHARES

3183961

Nil

300

25

754965

7374654

11313905

% TO

EQUITY

28.142

Nil

0.003

0.000

6.673

65.182

100

Dematerialized of Shares as on March 31, 2014

NSDL

CDSL

PHYSICAL

37%

62%

1%


CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANYTo the Board of Directors of Pawansut Holding Limited

We, Laxman Singh Satyapal, Managing Director and Vinit Kumar Sharma, CFO, of Pawansut Holdings Limited (the Company), hereby certify to the Board that:

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and

regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by PHL during the year which are fraudulent, illegal or violative of the Company's Code of

Conduct.

c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control

systems of the Company pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such

internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and the Audit Committee:

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in

the Company's internal control system.

e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct, if any).

f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year.

Sd/- Sd/-

Place: Delhi Laxman Singh Satyapal Vinit Kumar Sharma

Date: 05.09.2014 (Managing Director) (Chief Financial Officer)

Din No: 00007258

AUDITORS' CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of Pawansut Holding Limited

To,

The Members

Pawansut Holdings Limited,

We have examined the compliance of conditions of corporate governance by PAWANSUT HOLDINGS LIMITED (“the Company”) for

the year ended on March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to procedures

and implementation thereof, adopted by the Company for ensuring compliance of the conditions of corporate governance. It is neither an

audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied

with the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by

the Shareholder/Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the Management has conducted the affairs of the Company.

FOR AMIT R. GUPTA & ASSOCIATES


(Registration No. 017920N)

Sd/-

(Amit Kumar Gupta)

Proprietor

M.No. 099522

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

Report on the Financial Statements

We have audited the accompanying Financial Statements of Pawansut Holdings

Limited (“the Company”), which comprises the Balance Sheet as at 31st March

2014, and the Statement of Profit and Loss for the year then ended, and a summary

of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that

give a true and fair view of the financial position and financial performance of the

Company in accordance with the Accounting Standards referred to in sub-section

3(C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General

Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs

in respect of Section 133 of the Companies Act, 2013. This responsibility includes

the design, implementation and maintenance of internal control relevant to the

preparation and presentation of the financial statements that give a true and fair

view and are free from material misstatements, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on

our audit. We conducted our audit in accordance with the Standards on Auditing

issued by the Institute of Chartered Accountants of India. Those Standards require

that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from

material misstatement.

An audit involves performing to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the

auditors' judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal control relevant to the

Company's preparation and fair presentation of the financial statements in order

to design audit procedure that are appropriate in the circumstances but not for the

purpose of expressing an opinion on the effectiveness of the Company's internal

control . An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the

explanations given to us, the financial statements give the information required by

the Act in the manner so required and give a true and fair view in conformity with

the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company

as at March 31, 2014

b) In the case of the Statement of Profit & Loss, of the profit for the year

ended on that date;

c) In the case of Cash Flow Statement, of the Cash Flows of the Company

for the year ended on that date;

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (“The Order”)

issued by the Central Government of India in terms of sub-section (4A) of

section 227 of the Act, we give in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purpose of

our audit.

b. In our opinion proper books of accounts as required by law have been

kept by the Company so far as appears from our examinations of

those books.

c. The Balance Sheet, The Statement of Profit & Loss and cash flow

statement dealt with by this Report are in agreement with the books of

account

d. In our opinion, the Balance Sheet and Statement of Profit & Loss

comply with the Accounting Standards referred to in the sub section

(3C) of section 211 of Companies Act 1956.

e. On the basis of written representations received from the directors as

on March 31, 2014, and taken on record by the Board of Directors,

none of the directors is disqualified as on march 31, 2014, from being

appointed as a director in terms of clause (g) of sub-section 274 of the

Companies Act, 1956;

FOR AMIT R GUPTA & ASSOCIATES


Sd/-

(AMIT KUMAR GUPTA)

PROPRIETOR

M. No. 099522

Firm Regd. No. 017920N

Place : Delhi

Dated : 29.05.2014

The Members of Pawansut Holdings Limited

INDEPENDENT AUDITOR'S REPORT

AUDITOR'S REPORT

To

The Board of Directors,

Pawansut Holdings Ltd.

Delhi.

We have audited the attached Balance Sheet of Pawansut Holdings Ltd. As at 31.03.2014 and Profit & Loss Account for the

year ended 31.03.2014, annexed hereto and report that:-

1. The Company has obtained the Certificate of Registration from the Reserve Bank of India, under section 45-IA of R.B.I

Act, 1934.

2. The Board of Directors has passed a resolution for the non-acceptance of any public deposits.

3. The company has not accepted any public deposits during the relevant year.

4. The company has complied with the prudential norms relating to income recognition accounting standards, assets

classification and provisioning for bad & Doubtful debts as applicable to it.

FOR AMIT R GUPTA & ASSOCIATES


Sd/-

(AMIT KUMAR GUPTA)

PROPRIETOR

M. No. 099522


Place : Delhi

Dated : 29.05.2014

AUDITOR'S REPORT

AUDITOR'S REPORT

(i) In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

b. As explained to us, the fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, substantial part of fixed assets have not been disposed off by the company. During the year 2 cars have been sold and 1 car was purchased during the year. Both the cars were sold on cost which in our opinion prejudicial to the interest of the company. The only car purchased has been bought from Director of the company and is related party transaction.

(ii) In respect of it's inventories:

a) The inventory has been physically verified by the management during the year.

b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

(iii) In respect of loans, secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the companies Act, 1956:

a. The Company has granted number of loans to various parties on interest free basis. Because of this the company is loosing on revenue which could have increased earning for shareholders. But as mentioned by the management that these loans are

b. The Company has also given loans and advances to related parties on interest free basis.

c. The company has taken unsecured loan from two parties i.e Emerald Financial Consultants Private Limited and Inspire to Aspire Business Solutions Private Limited. The closing balance in case of Emerald Financial Consultants Private Limited is Rs. 69,58,000/- and in case of Inspire to Aspire Business Solutions Private Limited the closing balance is Rs. 40,00,000. As the loan taken is interest free hence no question of prejudicial to the interest of the company arises. The said loan is repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, the company has adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. No continuing failure to correct major weaknesses in internal control system noticed during the year.

(v) In respect of transactions covered under section 301 of the companies Act, 1956:

a. In our opinion and according to the information and explanations given to us the transactions that need to be entered into a register maintained under section 301 of the companies Act, 1956 have been so entered.

b. With regard to the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Act. We are unable to comment on the reasonability of the transaction as comparative market prices at the relevant time are not available with the company.

(vi) As per the explanation given by the management, and the records maintained, the company has not accepted any deposits under the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.

(vii) In our opinion the company has an internal audit system commensurate with the size and nature of its business.

(viii) To the best of our knowledge and according to the information given to us the Central Government has not prescribed the maintenance of cost records under section 209-(I) (d) of the companies Act, 1956 for the company.

ANNEXURE TO AUDITORS' REPORT(Referred to in Paragraph 3 of our Report of even date on the accounts of Pawansut Holdings Limited, for the year ended on 31st March, 2014)

(ix) In respect of statutory dues.

(a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax, investor education and protection fund, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India. There are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) As at 31st March, 2014, as per the explanations given to us by the management, there are no dues of sales tax, income tax, custom duty, service tax, wealth tax, excise duty and cess which as not been deposited on account of any dispute .

(x) The company has neither accumulated losses as at 31st March 2014, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to a financial institutions or banks or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of clause 4(iii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company is not a chit fund or a Nidhi/Mutual Benefit fund/Society.

(xiv) The Provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company a the Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the records of the company, the company had one term loan from ICICI bank Ltd. of Rs. 9,46,214/- outstanding at the beginning of the year and the same have been paid off during the year. These loans have been applied for the purpose, for which they have been taken.

(xvii)Based on information and explanations given to us, as on 31st March 2014, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xviii) According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us no debentures has been issued by the company hence no question of security or charge arises.

(xx) According to the information and explanations given to us no money has been raised by the public issue.

(xxi) Though many transactions with inter connected undertakings were noticed but as per the information and explanations given to us and on the basis of examinations of records, no material fraud on or by the Company was noticed or reported during the year.

FOR AMIT R. GUPTA & ASSOCIATES


Sd/-

Place : Delhi (AMIT KUMAR GUPTA)

Dated : 29.05.2014 PROPRIETOR

M. No. 099522


AUDITOR'S REPORT

(Figures in Rupees)

Year ended Year ended

Note No. 31/03/2014 31/03/2013

I. EQUITY AND LIABILITIES

A Shareholders' Funds

(i) Share Capital 3 113,139,050 113,139,050

(ii) Reserves and Surplus 4 130,010,323 128,499,036

243,149,373 241,638,086

B Non-Current Liabilities

(i) Long-term Borrowings 5 22,248,134 28,946,215

(ii) Deferred Tax Liabilities (Net) 6 108,723 124,826

(iii) Other Long-term Liabilities - -

(iv) Long-term Provisions 7 666,183 666,715

23,023,040 29,737,756

C Current Liabilities

(i) Short-term Borrowings - -

(ii) Trade Payables - -

(iii) Other Current Liabilities 8 6,275,024 5,553,555

(iv) Short-term Provisions - -

6,275,024 5,553,555

272,447,437 276,929,397

II. ASSETS

A Non-Current Assets

(i) Fixed Assets

(a) Intangible Assets - -

(b) Tangible Assets 9 1,890,230 3,028,387

(ii) Non-Current Investments - -

(iii) Long-term Loans and Advances 10 266,473,177 205,918,807

(iv) Other Non-Current Assets - -

268,363,407 208,947,194

B Current Assets

(i) Current Investments 11 - 60,767,000

(ii) Inventories 12 228,675 228,675

(iii) Trade Receivables 13 -

(iv) Cash and Bank Balances 14 1,342,388 5,121,571

(v) Short-term Loans and Advances - -

(vi) Other Current Assets 15 2,512,967 1,864,957

4,084,030 67,982,203

272,447,437 276,929,397

See accompanying Notes to the Financial Statements 1-23

As per our report of even date attached For and on Behalf of the Board

For Amit R Gupta & Associates For PAWANSUT HOLDINGS LIMITED


Firm Reg. No. 017920N

Sd/- Sd/- Sd/- Sd/-

(CA AMIT KUMAR GUPTA) (LAXMAN SINGH SATYAPAL) (UTTAM KUMAR SRIVASTAVA) (SHWETA GUPTA)

FCA PROPRIETOR MANAGING DIRECTOR DIRECTOR COMPANY SECRETARY

M.No. 099522 DIN : 00007258 DIN : 03372917 M.No.: 34038

Place: Delhi

Dated: 29.05.2014

PAWANSUT HOLDINGS LIMITEDBalance Sheet as at 31st March, 2014

BALANCE SHEET





Sd/- Sd/- Sd/- Sd/-



M.No. 099522 DIN : 00007258 DIN : 03372917 M.No.: 34038

Place: Delhi

Dated: 29.05.2014

PAWANSUT HOLDINGS LIMITEDStatement of Profit & Loss for the year ended 31st March, 2014

(Figures in Rupees)


Note No. 31/03/2014 31/03/2013

I. REVENUES

(a) Revenue from Operations 16 15,501,536 15,419,710

(b) Other Income 17 - 766

Total Revenues 15,501,536 15,420,476

II. EXPENSES

(a) Cost of Materials consumed - -

(a) Purchases of Shares 18 - -

(b) Changes in Inventories of finished goods, work in progress 19 - -

and Stock-in-Trade

(c) Employee Benefits Expenses 20 3,990,660 4,569,208

(d) Financial Costs 21 148,888 131,064

(e) Depreciation and Amortization Expenses 9 247,484 285,141

(f) Other Expenses 22 8,063,447 5,468,384

Total Expenses 12,450,479 10,453,797

III. Profit/ (Loss) before Exceptional and Extraordinary items and Tax (I-II) 3,051,057 4,966,679

IV. Exceptional Items - -

V. Profit/ (Loss) before Extraordinary items and Tax (III-IV) 3,051,057 4,966,679

VI. Extraordinary Items - -

VII. Profit before Tax (V-VI) 3,051,057 4,966,679

VIII. Tax Expenses: 23

(a) Current Tax 926,673 1,614,472

(b) Deferred Tax 6 (16,103) 72,723

IX. Profit/ (Loss) for the period from continuing Operations (VII-VIII) 2,140,487 3,279,484

X. Profit / (Loss) from discontinuing operations - -

XI. Tax expense of discontinuing operations - -

XII. Profit / (Loss) from discontinuing operations (after tax) (X - XI) - -

XIII. Profit / (Loss) for the period (IX + XIII) 2,140,487 3,279,484

XIV. Earnings per Equity Share:

Basic 0.18 0.23

Diluted 0.18 0.23

See accompanying Notes to the Financial Statements 1-23

STATEMENT OF PROFIT & LOSS

(Figures in Rupees)


31/03/2014 31/03/2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit after Extra Ordinary items & Tax 2,140,487 3,279,484

Adjustment for :

Depreciation and Amortization Expenses 247,484 285,141

Impairment Loss/ (Reversal) (Net) - -

Employee Stock Option Scheme - -

Provisions/ Depreciation on Standard assets and Investments - -

Provision for Tax 910,570 1,687,195

Unrealised Foreign Exchange (Gain)/ Loss (Net) - -

Loss/ (Gain) on Derivative transactions (Net) - -

Investing Activities (Net) - -

Operating profit before working capital changes 3,298,541 5,251,820

Changes in working Capital:

Inventories - -

Trade and other Receivables - 483,489

Trade and other Payables 742,116 (573,739)

Increase in Debtors / Loans - (33,294,462)

Increase / Decrease in Current Assets (648,010) (1,290,006)

Increase in Current Investments - -

Decrease in Current Investments - 66,495,000

Cash generation from Operation 3,392,647 37,072,102

Payment of Direct Taxes (626,673) (43,494)

Net Cash generated/ (used) - Operating Activities 2,465,974 37,028,608

B. CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of Fixed Assets (1,287,000) (2,145,592)

Sale of Fixed Assets 2,177,673 -

Sale of investments 60,767,000 -

Proceeds/ Repayment of Loans to Body Corporate (Net) (60,554,370) -

Net Cash Generated/ (Used) - Investing Activities 1,103,303 (2,145,592)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of Shares (Net of Expenses) - -

Proceeds from Long-term Borrowings - -

Security Amount Recovered - 7,618

Proceeds from Term Loan from Bank 946,215

Proceeds /(Repayment) from Intercorporate Loans (6,698,081) (37,376,000)

Net Cash Generated/ (Used) - Financing Activities (6,698,081) (36,422,167)

Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C) (3,128,804) (1,539,151)

Add : Opening Cash and Cash Equivalents 5,121,571 6,660,722

Closing Cash and Cash Equivalents 1,992,767 5,121,571

PAWANSUT HOLDINGS LIMITEDCash Flow Statement for the year ended 31st March, 2014





Sd/- Sd/- Sd/- Sd/-



M.No. 099522 DIN : 00007258 DIN : 03372917 M.No.: 34038

Place: Delhi

Dated: 29.05.2014

CASH FLOW STATEMENT

S. Particulars For the For the

No. Year Ended Year Ended

31-03-2014 31-03-2013

A Profit after Tax 21,40,487 32,79,484

B Less: Transfer to Special Reserve u/s 45-IC 5,54,044 6,55,897

C Net Profit / (Loss) attributable 15,86,443 26,23,587

to equity Shareholders (Rs.)

D Opening Number of Equity Shares 1,13,13,905 1,13,13,905

E Closing Number of Equity Shares 1,13,13,905 1,13,13,905

F Average Number of Equity Shares {(B+C)/2} 1,13,13,905 1,13,13,905

G Nominal Value of Equity Shares (Rs.) 10 10

H Basic Earnings Per Equity Share (A/C) 0.14 0.23

I Diluted Earnings per Equity Share (A/D) 0.14 0.23

1. ACCOUNTING CONVENTION

The Company prepares its accounts on historical cost basis as a going concern.

2. USE OF ESTIMATES

The preparation of financial statements in conformity with Generally Accepted

Accounting Principles (GAAP) requires management to make estimates and

assumptions that affect the reported amounts of revenues and expenses, assets

and liabilities and the disclosure of contingent liabilities on the date of financial

statements. Actual results could differ from those estimates. Any revision to

accounting estimates is recognized prospectively in current and future periods.

3. FIXED ASSETS

Fixed Assets are stated at cost, net of excise/ custom duty where modvat credit on

capital goods is availed and depreciated on Straight Line basis at rates specified in

Schedule XIV of the Companies Act, 1956.

4. IMPAIRMENT OF ASSETS

The carrying amounts of the assets are reviewed at each balance sheet date to

determine whether there is any indication of impairment. If any such indication

exists, the recoverable amount of the asset is estimated. For assets that are not yet

available for use, the recoverable amount is estimated at each balance sheet date.

An impairment loss is recognized whenever the carrying amount of an asset or its

cash generating unit exceeds its recoverable amount. Impairment losses are

recognized in the profit and loss account. An impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount. An

impairment loss is reversed only to the extent that the assets carrying amount

does not exceed the carrying amount that would have been determined net of

depreciation or amortization, if no impairment loss had been recognized.

5. INVENTORIES

i) Stores & raw material are valued at cost. Cost includes the element of

custom/excise duty paid (to the extent Modvat is not availed), forwarding &

transportation charges incurred in bringing the goods to company's

premises.

ii) Goods in process are valued at material cost plus conversion cost upto the

stage of process completed.

iii) Finished goods are valued at lower of cost and net realizable value. Cost for

this purpose includes direct material, direct labour and appropriate

production overheads.

iv) The value of unrectifiable/ scrapped/damaged goods is incorporated in

books on basis of actual realization.PAWANSUT HOLDINGS LIMITED

v) Excise Duty on finished product lying in the factory is accounted for, on

removal of goods, since such liability arises only when they are sold. This

however, had no impact on the profit and loss account of the Company.

6. RETIREMENT BENEFITS

No scheme with regard to retirement benefits in the form of super annuation/

pension/gratuity is in operation.

7. RESEARCH & DEVELOPMENT

Revenue expenditure on research and development is charged to Profit & Loss

Account in the year in which it is incurred.

8. REVENUE RECOGNITION

Sale and expenses are recognized on accrual basis except gratuity which is

accounted for on payment basis.

9. FOREIGN CURRENCY TRANSACTIONS

Foreign exchange transactions are recorded using the exchange rate prevailing on

the date of the transaction. Exchange differences arising on foreign exchange

transactions settled during the year are recognized in the Profit and Loss Account

of the year.

Monetary assets and liabilities denominated in foreign currencies as at the

balance sheet date are translated at the exchange rates on that date, the resultant

exchange differences are recognized in the Profit and Loss Account.

10. INSURANCE CLAIMS

Insurance claims and expenses are accounted for when settled/ admitted by the

Insurer.

11. TAXATION

Income tax liability is ascertained on the basis of assessable profits computed in

accordance with the provisions of the Income-tax Act, 1961.

Deferred tax charge or credit is recognized using current tax rates on timing

differences between taxable income and accounting income, which originate in

one period and are capable of reversal in one or more subsequent periods.

Where there is unabsorbed depreciation or carry forward losses, deferred tax

assets are recognized only if there is virtual certainty of realization of such assets.

Such assets are reviewed at each balance sheet date to reassess realization.

12. EARNING PER SHARE

Earning per share is calculated by dividing the net profit or loss for the year after

prior period adjustments by the closing number of equity shares at the end of the

year.PAWANSUT HOLDINGS LIMITED

NOTES TO ACCOUNTS

BACKGROUND AND PRINCIPAL ACTIVITIES:

Pawansut Holdings Limited (The Company) was incorporated on 06th December,

1984 having CIN L65929DL1984PLC019506. The PAN of the Company is

AAACP6964H. The Company is maintaining its Bank Account with ICICI Bank Ltd.

The company is involved in the Non-Banking Finance Business activities.

EARNING PER SHARE

1. The company has adopted the Accounting Standards 22 “Accounting for

taxes on Income” issued by the Institute of Chartered Accountants of India.

Provision for current tax is made after taking into consideration, benefits

admissible under the provisions of Income Tax Act, 1961.

2. Disputed liabilities & claims are treated as contingent liabilities. Claims

against the Company other than assessment proceedings not

acknowledged as debts Rs. Nil (P.Y. N.A.)

3. The Company's sole business segment is loan and investment and the

geographical segment is India. Consequently the need for separate

disclosure as required under Accounting Standard 17 segment reporting is

not considered relevant.

4. I. The Company has closing stock at Market Value or Cost whichever is

less.

II. There is no amount of Capital Work in Progress.

PAWANSUT HOLDINGS LIMITEDNOTES TO FINANCIAL STATEMENTS AS AT MARCH 31, 2014


5. The amount paid/payable to auditors:

AS AT AS AT

31.03.2014 31.03.2013

Audit fees 22472/- 22472/-

Tax Audit Fees 5618/- 5618/-

Income Tax Matters Nil Nil

Company Law Matters Nil NIl

6. Information pursuant to para 3, 4c and 4d of part II of schedule VI to the

companies Act, 1956. (to the extent applicable).

a) Value of imports on CIF basis Nil Nil

b) Expenditure in foreign currency Nil Nil

c) Value of imported raw materials Nil Nil

d) Remittance on account of Dividend to Nil Nil

non-resident Shareholders

e) Earning in Foreign Currency Nil Nil

7. Pursuant to provisions of section 205C of the Companies Act, 1956 during

the year, the Company is not required to transfer any amount due for

transfer to Investors Education Protection fund.

8. The debit & credit balances outstanding in the accounts of various parties

are subject to confirmation by the parties concerned.

9. Figures for previous year have been regrouped and rearranged wherever

considered necessary.

10. In the opinion of the management, the current assets, loans and advances

have the value, which on realization in the ordinary course of business

would at least be equal to that at which the same have been stated in the

Balance Sheet.

11. The company has not received any intimation from “suppliers” regarding

their status under Micro Small and Medium Enterprises Development Act,

2006 and hence disclosures, if any, relating to amounts unpaid as at the year

end together with interest paid/payable as required under the said Act have

not been furnished.

12. No interest has not been paid for long term borrowings.

13. An amount of Rs. 35, 26,509/- is due to Appline Bio-Tech Ltd. This amount is

outstanding for more than One Year. Also, Rs. 69,58,000/- is due to Emerald

Financial Consultant and Rs. 40,00,000/- is due from Inspire2Aspire

Business Solutions Pvt. Ltd. All these amount are outstanding for more than

one year.

14. Being an NBFC Company, the company should charge interest from all the

parties. It has been noticed that the company is not charging interest from

all the parties.

15. According to our opinion Service Tax is applicable on Reverse Charge

Mechanism on Traveling Expenses by taxi incurred by company through

non corporate assessee. The Service Tax has not been paid for this.

16. The Company was not able to provide Balance Confirmations of many

Parties. Thus, Balances provided by the Company had to be relied.

17. RELATED PARTY DISCLOSURES

Details of disclosures as required by “Accounting Standard (AS)-18 on

related party disclosure” are as under

a) Names of related parties and description of relationship :

Key Management Personal

Laxman Singh Satyapal Managing Director

Pradeep Kumar Jindal Director

Pawan Kumar Poddar Director

Uttam Kumar Srivastava Director

Shweta Gupta Company Secretary

b) Related Party Transactions :

As per the information available the following are the related party

transactions:-

Name Nature Closing Balance

Focus Industrial Resources Ltd. Loan Accepted Rs. 35, 65,081/-

Delta Leasing and Finance Ltd. Loan Accepted Rs. 7, 55,053/-

c) As per the information available following amount has been paid to related

parties:

Name Nature of payment Amount

Laxman Singh Satyapal Salary Rs. 2, 40,000/-

Mamta Jindal Office Rent Rs. 1, 80,000/-

Pradeep Jindal Purchase of Car Rs. 12, 50,000/-

As per report of even date attached For and on Behalf of Board

For AMIT R GUPTA & ASSOCIATES PAWANSUT HOLDINGS LIMITED

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 017920N

Place : Delhi

Dated : 29.05.2014

Sd/-

(AMIT KUMAR GUPTA)

PROPRIETOR

M. No. : 099522

Sd/-

Sd/-

(LAXMAN SINGHSATYAPAL)

MANAGING DIRECTOR

DIN NO. 00007258

(SHWETA GUPTA)

COMPANY SECRETARY

M.NO.: 34038

Sd/-

(UTTAM KUMARSRIVASTAVA)

DIRECTOR

DIN NO. 03372917


Figures in Rupees

As at As at

1 SHARE CAPITAL : 31/03/2014 31/03/2013

A. Authorized, Issued, Subscribed and Paid-up Share Capital

Authorized:

12000000 Equity Shares of Rs. 10/- each. 120,000,000 120,000,000

120,000,000 120,000,000

Issued:

11313905 Equity Shares of Rs. 10/- each. 113,139,050 113,139,050

113,139,050 113,139,050

Subscribed and Paid-up:

11313905 Equity Shares of Rs. 10/- each fully paid up 113,139,050 113,139,050

113,139,050 113,139,050

B. Reconciliation of Shares outstanding at the beginning and at the end of year are given below:

2013-14 2012-13

Numbers Amount Numbers Amount

Equity Shares outstanding at the beginning of the year 11,313,905 113,139,050.00 11,313,905 113,139,050.00

Add: Bonus Shares Issued during the year - - - -

Add: Allotted due to Amalgamation - - - -

Equity Shares outstanding at the end of the year 11,313,905 113,139,050.00 11,313,905 113,139,050.00

(a). Detail of Equity Shares of Rs. 10/- each fully paid-up issued/ allotted during the year: 2013-14 2012-13

i. Number of Equity Shares issued and allotted against exercise of Bonus Issue. - -

ii. Number of Equity Shares issued against amalgamation. - -

- -

C. Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below:

As at 31/03/2014 As at 31/03/2013

Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding

Archit Jindal - - 1,669,795 14.76

Aanchal Jindal - - 719,500 6.36

Pradeep Kumar Jindal & Sons (HUF) 1,059,785 9.37 699,815 6.19

Laxman Singh Satyapal - - 695,250 6.15

Total 1,059,785 9.37 3,784,360 33.45

D. Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below:

Year ended

31/03/2014 31/03/2013 31/03/2011 31/03/2010 31/03/2009

Equity Shares:

Fully paid up pursuant to contract without payment being received in cash (a) - - - - -

Fully paid up by way of bonus shares - - - - -

Fully paid up by way of Amalgamation - - - - -

Figures in Rupees

As at As at

4 RESERVES AND SURPLUS: 3/31/2014 31/03/2013

Reserves and Surplus consist of the following:

Special Reserve u/s 45-IC of RBI Act, 1934 2,111,116 1,557,072

Securities Premium Account 113,139,050 113,139,050

General Reserve 7,441,020 7,441,020

Profit and Loss Balance 7,319,137 6,361,894

130,010,323 128,499,036

(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under:

Figures in Rupees

As at As at

i) Special Reserve u/s 45-IC of RBI Act 1934 3/31/2014 31/03/2013

Opening Balance 1,557,072 901,175

Add: Addition during the year (20% of Neft Profit after Tax) 554,044 655,897

2, 111,116 1,557,072


Figures in Rupees

As at As at

ii) Securities Premium Account 31/03/2014 31/03/2013

Opening Balance 113,139,050 113,139,050

Add: Addition during the year - -

113,139,050 113,139,050

Less: Bonus Shares issued during the year - -

113,139,050 113,139,050

Figures in Rupees

As at As at

iii) General Reserve 31/03/2014 31/03/2013

Opening Balance 7,441,020 7,441,020

Add: During the year - -

7,441,020 7,441,020

Less: During the year - -

7,441,020 7,441,020

Figures in Rupees

As at As at

iv) Allocations and appropriations in Surplus i.e. balance in 31/03/2014 31/03/2013

Statement of Profit and Loss are as under:

Opening Balance 6,361,894 3,655,307

Add: Profit after Provision of Current Year Income Tax & Deffered Tax Liability 2,140,487 3,279,484

Add: Decrease in Provision for Depreciation in Investments 0.25% 532 166,237

Less: Income Tax Paid For Earler Assessment Years in Current Assessment Year 629,732 -

7,873,181 7,101,028

Less: Transfer to Special Reserve u/s 45-IC of RBI Act 1934 554,044 655,897

Less: Increase in Provision of Bad & Doubtful Debts 0.25% - 83,237

7,319,137 6,361,894

Figures in Rupees

As at As at

5 LONG TERM BORROWINGS: 31/03/2014 31/03/2013

Secured:

ICICI Bank Car Loan - 946,215

Unsecured:

Inter Corporate Loan:

Corporate Loans (As per annexure - 1) 22,248,134 28,000,000

22,248,134 28,946,215

Figures in Rupees

As at As at

6 DEFERRED TAX LIABILITIES (NET): 31/03/2014 31/03/2013

Major components of Deferred Tax arising on account of temporary timing differences are given below:

Deferred Tax Liabilities :

Opening Balance 124,826 52,103

Add: Provision for Current Year Deffered Tax Liability (16,103) 72,723

Deferred Tax Liability (Net) 108,723 124,826

Figures in Rupees

As at As at

7. LONG-TERM PROVISIONS: 31/03/2014 31/03/2013

Long-term Provisions consist of the following:

Provision for Standard Assets 666,183 514,797

Provision for Depreciation on Investment - 151,918

666,183 666,715


Figures in Rupees

As at As at

8 OTHER CURRENT LIABILITIES: 31/03/2014 31/03/2013

Other Current Liabilities consist of the following:

Statutory dues Payables

TDS Payable 4,056 6,741

Income Tax Payable for A.Y. 2010-11 26,609 26,609

Provision for I.Tax 2009 - 3,155

Provision for I.Tax A.Y. 2013-14 1,614,472 1,614,472

Provision for I.Tax A.Y. 2014-15 926,673

Other Liabilities

Amit R Gupta & Associates 49,034 53,090

Appline Bio-Tech Ltd 3,526,509 3,526,509

Beetal Financial & Computer Services Pvt Ltd - 865

Salaries Payable Account 100,274 257,843

Shree Ganesh Ji Maharaj 1 1

Innovative Communication - 16,947

DBS Prakashan (P) Ltd. 11,343 -

Prince Computers - 11,332

Electricity Expenses Payable 7,960 28,440

Telephone Expenses Payable 8,093 5,421

Usha Kiran Building Welfare Association - 2,130

6,275,029 5,553,555

9. FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT, 1956.

Figures in Rupees

As at As at

10 LONG-TERM LOANS AND ADVANCES: 31/03/2014 31/03/2013

Long-term Loans and Advances consist of the following:

Secured, Considered Good -

Unsecured, Considered Good (As per Annexure - 2 attached) 266,473,177 205,918,807

266,473,177 205,918,807


DEFFERED TAX ASSETS / LIABILITIES

DEPRECIATION - AS PER INCOME TAX 299,597

DEPRECIATION - AS PER COMPANIES ACT 247,484

DEFFERED TAX LIABILITIES @ 30.9% FOR THE YEAR (16,103)

1 COMPUTER 16.21% 479,090 37,000 226,940 289,150 303,940 41,991 226,940 118,991 170,159 175,150

2 AIR CONDITIONER 4.75% 201,894 - - 201,894 8,598 9,590 - 18,188 183,706 193,296

3 BUNDLE COUNTING MACHINE 4.75% 120,000 - - 120,000 17,100 5,700 - 22,800 97,200 102,900

4 EPBX MACHINE 4.75% 4,011 - - 4,011 573 191 - 764 3,247 3,438

5 FAX MACHINE 4.75% 16,065 - - 16,065 2,289 763 - 3,052 13,013 13,776

6 FURNITURE & FIXTURE 6.33% 86,038 - - 86,038 15,574 5,446 - 21,020 65,018 70,464

7 GENERATOR 4.75% 3,401 - - 3,401 486 162 - 648 2,753 2,915

8 MOTOR CAR 9.50% 2,700,702 1,250,000 2,700,702 1,250,000 408,284 174,121 523,029 59,376 1,190,624 2,292,418

9 OFFICE EQUIPMENT 4.75% 60,432 - - 60,432 6,452 2,871 - 9,323 51,109 53,980

10 PHOTOCOPY MACHINE 4.75% 80,000 - - 80,000 11,400 3,800 - 15,200 64,800 68,600

11 WATER FILTER PLANT 4.75% 60,000 - - 60,000 8,550 2,850 - 11,400 48,600 51,450

TOTAL 3,811,633 1,287,000 2,927,642 2,170,991 783,246 247,484 749,969 280,761 1,890,230 3,028,387

Previous Year 1,666,041 2,145,592 - 3,811,633 498,105 285,141 - 783,246 3,028,387 1,167,936

S.No.

PARTICULARS As at 01.04.2013

As at31.03.2014

Upto 31.03.2013

For the YearUpto

31.03.2013As at

31.03.2014As at

31.03.2013

Deductions/Adjustment

Deductions/Adjustment

AdditionalDuring

the Year

GROSS BLOCK DEPRECIATION NET BLOCK

% ofDEP

Figures in Rupees

As at As at

13 TRADE RECEIVABLE: 31/03/2014 31/03/2013

Trade Receivables consist of the following:

Outstanding for a period exceeding six months (from the due date):

Unsecured, Considered Good - -

Outstanding for a period less than six months :

Unsecured, Considered Good - -

- -

Figures in Rupees

As at As at

14 CASH AND BANK BALANCES: 31/03/2014 31/03/2013

Cash and Bank Balances consist of the following:

Cash and Cash Equivalents:

Balance with Banks:

Current Accounts 678,898 3,620,491

Cash on hand 663,490 1,501,080

1,342,388 5,121,571

Figures in Rupees

As at As at

15 OTHER CURRENT ASSETS: 31/03/2014 31/03/2013

Other Current Assets consist of the following:

Security Deposit

Magadh Stock Exchange - 25,000

Security Deposits - 415 24,000 24,000

Tax Deducted at Source FY 2013-14 1,468,097 1,773,132

Tax Deducted at Source FY 2012-13 1,020,870

Income Tax Refund A.Y. 2011-12 - 42,825

2,512,967 1,864,957

11 CURRENT INVESTMENT AS AT MARCH 31, 2014 Figures in Rupees

As at As at As at As at

31.03.2014 31.03.2013 31.03.2014 31.03.2013

(Number of Shares)

Unquoted (Non Trade Investment)

- 62500 9800 Indo Autotech Ltd of Rs. 10/- each - 2,500,000

- 21167 24167 CMS Holdings Pvt Ltd of Rs. 10/- each - 21,167,000

- 40000 40000 Arora Credit Ltd of Rs. 10/ each - 28,000,000

- 51000 51000 Lucerne Construction Pvt Ltd of Rs. 10/- each - 5,100,000

- 4000 - SDK Power Pvt Ltd of Rs. 10/- each - 4,000,000

178667 60,767,000

Figures in Rupees

As at As at

12 INVENTORIES: 31/03/2014 31/03/2013

Inventoreis consist of the following:

Stock of Shares 228,675 228,675

228,675 228,675

Details of Closing Stock:-

As at 31/03/2014 As at 31/03/2014

(a). Details of Closig Stock of Shares:- Numbers Rupees Numbers Rupees

Bellary Steel Ltd 39,000 110,370 39,000 110,370

LLOYDELENG 2,370 118,305 2,370 118,305

41,370 228,675 41,370 228,675


Figures in Rupees

As at As at

16 REVENUE FROM OPERATIONS: 31/03/2014 31/03/2013

Revenue from Operations consist of the following:

Interest (a) 15,501,536 15,419,710

Dividend (b) - -

Commission - -

Net Revenue from Operations 15,501,536 15,419,710

Figures in Rupees

As at As at

17 OTHER INCOME: 31/03/2014 31/03/2013

Other Income consist of the following:

Miscellaneous Income - 766

- 766

Figures in Rupees

As at As at

19 CHANGES IN INVENTORIES: 31/03/2014 31/03/2013

Changes in Inventories consist of the following:

Opening Inventories:

Stock of shares 228,675 228,675

Less: Closing Inventories:

Stock of shares 228,675 228,675

Figures in Rupees

As at As at

20 EMPLOYEE BENEFIT EXPENSES: 31/03/2014 31/03/2013

Employee Benefits Expenses consist of the following:

Salaries and Wages 2,978,181 3,419,530

Director Remuneration 240,000 240,000

Medical - -

Bonus 117,500 205,000

Employee Welfare 654,979 704,678

3,990,660 4,569,208

Figures in Rupees

As at As at

21 FINANCE COSTS: 31/03/2014 31/03/2013

Finance Costs consist of the following:

Interest Expenses 137,112 99,711

Bank charges 11,776 31,353

148,888 131,064

Figures in Rupees

As at As at

21 DEPRECIATION AND AMORTISATION EXPENSES 31/03/2014 31/03/2013

Depreciation on Fixed Assets 247,484 285,141

247,484 285,141


Figures in Rupees

As at As at

22 OTHER EXPENSES: 31/03/2014 31/03/2013

Other Expenses consist of the following:

Advertisement Expenses 49,878 34,547

Repair & Maintnances 1,054,660 664,820

Listing & Connectivity Charges 154,532 259,135

Rent 180,000 180,000

Travelling & Conveyance 1,961,720 1,272,059

Auditors' Remuneration - (a) 28,090 28,090

A.G.M. Expenses 1,500 42,570

R.O.C. Fee 2,000 464,500

Books & Brokerage 93,308 94,801

Postage & Telephone 575,718 534,000

Printing & Stationary 951,640 558,675

D-Mat Charges - 30

Petrol 306,527 309,216

Professional Charges 52,973 29,604

Electricity 244,810 127,828

Fees and Subscription Account 171

Short & Excess 1,059 -

Additional ROC Fees - 38,500

Processing Fees 1,124 16,406

Business Promotion 2,403,737 813,603

8,063,447 5,468,384

(a). Details of Auditors' Remuneration are as follows:

Statutory Auditors:

Audit Fees 22,472 22,472

Tax Audit Fees 5,618 5,618

28,090 28,090

Figures in Rupees

As at As at

23 TAX EXPENSES: 31/03/2014 31/03/2013

Current Tax:

Current Income Tax for the year 926,673 1,614,472

926,673 1,614,472

Deferred Tax:

Deferred Tax for the year (16.103) 72,723

(16,103) 72,723


NOTE: 2

Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,

2007)

Amount Amount

PARTICULARS Outstanding Overdue

Rupees Rupees

Liabilities Side:

Loans and advances availed by the NBFC inclusive of

Interest accrued thereon but not paid:

(a) Debentures: Secured NIL NIL

Unsecured

(Other than falling within the

meaning of public deposits*)

(b) Deferred Credits NIL NIL

(c) Term Loans NIL NIL

(d) Inter-corporate loans and borrowing 25,774,643.00 NIL

(e) Commercial paper NIL NIL

(f) Public Deposits' NIL NIL

(g) Other Loans (Specify nature) NIL NIL

Assets Side: Amount Outstanding

(2) Break-up of Loans and Advances

[other than those includes in (4) below]:

(a) Secured ---

(b) Unsecured 26,64,73,177

(3) Break-up of leased Assets and stock on hire and hypothecation NIL

Loans counting towards EL/HP activities

(4) Break-up of Investments:

Current Investments: NIL

Long Term investments:

(a) Quoted NIL

(b) Unquoted:

(1) Shares: NIL

(i) Equity

(5) Borrower group-wise classification

Loans and Advances:

Category Amount (in Rs.)

Provisions

Secured Unsecured Total

Related parties --- 4,320,134 4,320,134

Other than related parties --- 2,62,153,043 2,62,153,043


(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)

Category Market value /Break-up Book value

(net Or fair value or NAV Of provisions)

1. Related Parties**

(a) Subsidiaries NIL

(b) Companies in the same group.

(c) Other related parties

ii) Other than related parties NIL

Total NIL

(7) Other Information

Particulars Amount (in Rs.)

(i) Gross Non-performing assets

(a) Related parties NIL

(b) Other than related parties

(ii) Net Non-performing Assets

(a) Related Parties NIL

(b) Other than related parties

iii) Assets acquired in satisfaction of debt NIL





Sd/- Sd/- Sd/- Sd/-



M.No. 099522 DIN : 00007258 DIN : 03372917 M.No.: 34038

Place: Delhi

Dated: 29.05.2014


(CIN : L65929DL1984PLC019506)Regd. Office : 415, Usha Kiran BuildingCommercial Complex, Azadpur, Delhi-110 033Ph.: 011-4361 9333 Telefax : 011-4568 9333E-mail : [email protected] : www.pawansutholdings.com

PAWANSUT HOLDINGS LIMITED