, d.,) 2011-2012 ANNUAL REPORT st 21 ishab Financial Services Ltd. ishab Financial Services (Formerly known as Madan Financial Services Lt (Formerly known as Madan Financial

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RISHAB FINANCIAL SERVICES LTD., Admninstrative Office : 459, Mint Street, , - 600 001.

Printed at SREEHARAN PRINTS, Chennai -12. Cell : 9381013837 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

RISHAB FINANCIAL SERVICES LIMITED SHARES LISTED WITH : LTD., 11, Second Line Beach, Chennai-600 001. BOMBAY STOCK EXCHANGE LTD., ANNUAL REPORT 2011 - 2012 Phiroze JeeJee Bhoy Towers, Dalal Street, Mumbai-400 001.

BOARD OF DIRECTORS : Shri MANGALCHAND C SURANA REGISTERED OFFICE : “HANWANT COMPLEX” Chairman Old No.58, Govindappa Naicken Street, st Shri RAJESH SURANA 1 Floor, Chennai-600 001. Managing Director Ph: 044-32966268

Shri RAMESH KUMAR ADMINISTRATIVE OFFICE : No. 459, Mint Street, Director (And address for Sowcarpet, Chennai-600 079. Shri YESWANT CHOPRA communication) Ph.: 044-42051166 Fax : 044-42051581 Director www.rishabfinance.com [email protected] AUDIT COMMITTEE : Shri YESWANT CHOPRA [email protected] Chairman BANKERS : ICICI BANK LTD., Shri MANGALCHAND C SURANA IDBI BANK LTD., Member VIJAYA BANK Shri RAJESH SURANA SHARE TRANSFER/ Member DEMAT AGENT : CAMEO CORPORATE SERVICES LIMITED, Shri RAMESH KUMAR “Subramanian Building”, V Floor, Member 1, Club House Road, Chennai-600 002. Ph. : 044-28460390-95 Fax :044- 28460129 AUDITORS : M/s. BHANDARI & KESWANI Chartered Accountants DEPOSITORY : National Securities Depository Ltd., 75, High Road, (NSDL) Chennai-600 034. Central Depository Services (India) Ltd., (CDSL)

1 2 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

NOTICE NOTES : Notice is hereby given that the Twenty First Annual General Meeting 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING of the Members of Rishab Financial Services Limited will be held on IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE Thursday, the 27th day of September, 2012 at 9.30 a.m. at No.2, “Sun INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A Plaza”, 1st Floor, #39, G. N. Chetty Road, Chennai-600 006, to transact MEMBER OF THE COMPANY. THE PROXIES, IN ORDER TO BE the following business: VALID, MUST BE RECEIVED AT THE REGISTERED OFFICE OF ORDINARY BUSINESS: THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 1. To receive, consider and adopt the Balance Sheet as on March 31, 2012 and the Profit and Loss Account for the year ended on 2. Members are requested to bring in their admission slip duly filled in that date and the Reports of the Directors and Auditors. and handover at the entrance of the Meeting hall.

2. To appoint a Director in the place of Shri Rajesh Surana, who 3. Members are requested to quote their Folio Number or their Client retires by rotation and being eligible, and offer himself for ID Number in all correspondence with the Company. re-appointment. 4. The register of members and share transfer books of the Company 3. To appoint Auditors and to fix their remuneration. The retiring will remain closed from 25.09.12 to 27.09.12 (both days inclusive). Auditors M/s. Bhandari and Keswani, Chartered Accountants, Chennai are eligible for re-appointment. 5. Members are requested to notify any change in their address.

SPECIAL BUSINESS : 6. Members are requested to bring their copies of the annual report to the meeting. 3. To consider and if deemed fit, to pass, with or without modification(s), the following as an ORDINARY RESOLUTION : 7. In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, a brief resume of Directors who are proposed to be “RESOLVED THAT Shri Ramesh Kumar, be and is hereby appointed/re-appointed at this meeting is given below : appointed as a Director of the Company”.

By Order of the Board For RISHAB FINANCIAL SERVICES LIMITED

Place: Chennai RAJESH SURANA Date : 31.05.2012 Managing Director

3 4 RISHAB FINANCIAL SERVICES LIM- 21st Annual Report 2011-2012 ITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF Details of Directors re-appointment in the Twenty First General THE COMPANIES ACT, 1956 Meeting to be held on Thursday, the 27th day of September 2012, pursuant to requirement of Clause 49 of Listing Agreement on SPECIAL BUSINESS Corporate Governance.

ITEM NO. 3 1. SHRI RAMESH KUMAR Shri Ramesh Kumar, was appointed as an Additional Director on Shri Ramesh Kumar was appointed as an Additional Director of the 25.10.2011. Company during the year and shall hold office up to the date of this Annual General Meeting. His expertise in the Industry as a Businessman Brief Resume and Nature of Expertise: will be a great potential to the Company. Hence the Board recommends Shri Ramesh Kumar holds a Bachelor’s Degree in Commerce and has this resolution for your approval. been in the business of Iron & Steel for the last fifteen years. None of the Director is in anyway, concerned or interested in the resolution, His extensive operational business experience is of immense use to the except Shri.Ramesh Kumar himself. Company. He does not hold directorship in any other Company.

He is on the following Committees of the Board of Directors: By Order of the Board Share Transfer Committee Chairman For RISHAB FINANCIAL SERVICES LIMITED Remuneration Committee Member RAJESH SURANA Shareholder’s Grievance Committee Member Place: Chennai Managing Director Audit Committee Member Date : 31.05.2012 Shareholdings of the Director : Shri Ramesh Kumar does not hold any shares in your Company.

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

The Board of Directors considers that his appointment as a Director will be in the interests of the Company and recommend the passing of the Resolution.

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

5 6 RISHAB FINANCIAL SERVICES LIM- 21st Annual Report 2011-2012 ITED

2. SHRI RAJESH SURANA DIRECTOR’S REPORT Shri Rajesh Surana, was appointed as Managing Director on The Board of Directors herein present the “Twenty First Annual Report” 28.09.2011 for a period of five years. of the Company together with the Audited Accounts for the year ended 31st March 2012. Brief Resume and Nature of Expertise: FINANCIAL RESULTS AND APPROPRIATIONS Shri Rajesh Surana graduated in Bachelor’s Degree in Commerce in 1994 from Ahmedabad. The financial results for the year ended 31st March 2012 are as follows: He has a rich experience in investment finance and securitisation, also Year ended Year ended as an investor in this field for past 23 years. His experience in these PARTICULARS 31.03.2012 31.03.2011 fields is of immense use to the Company. (Rs. in lakhs) Shri Rajesh Surana is a Director of Mangal Kiran Securities Limited and FINANCIAL RESULTS Anush Shares & Securities Private Limited. Profit /Loss before Depreciation and Tax 15.47 15.01 He is on the following Committees of the Board of Directors: Add/Less : Depreciation on Fixed Assets (1.27) (1.72) Audit Committee Member Provision for Non-Performing Share Transfer Committee Member Assets (35.90) (19.12) Shareholder’s Grievance Committee Member Contingent Provision for Remuneration Committee Member Standard Assets 0.35 (0.59) Profit /Loss Before Tax (21.35) (6.42) Shareholdings of the Director : Provision for Current Tax (4.60) (4.55) Shri Rajesh Surana does not hold any shares in your Company. Provision for Deferred Tax (0.09) 0.10 Resolution seeking approval for his appointment is being placed for Profit /Loss after Tax (26.05) (10.87) member’s approval in the notice of the ensuing Annual General Meeting. Less : Transfer to Statutory Reserve —— The Board of Directors considers that his appointment as a Director will Add : Balance brought forward be in the interests of the Company and recommend the passing of the from previous Years (156.78) (145.91) Resolution. Deficit carried to Balance Sheet (182.82) (156.78) Except Shri Rajesh Surana, none of the Directors of the Company are concerned or interested in the resolution under this item.

7 8 21st Annual Report 2011-2012 RISHAB FINANCIAL SERVICES LIM- ITED AUDITORS DIVIDEND M/s. Bhandari & Keswani, Chartered Accountants, Chennai, retire at the The directors have decided not to recommend any dividend in view of ensuing Annual General Meeting and are eligible for re-appointment as the accumulated losses. Auditors of the Company till the next Annual General Meeting. RBI GUIDELINES PERFORMANCE The Company continues to follow the prudential norms prescribed by The Company conducted fresh business to the extent of Rs.176.25 Lacs, the for NBFCs. during the year. The Company has continued the recovery process of funds that had been disbursed earlier. Since your Company is not accepting deposits, your company has received Category B Certificate from RBI (i.e. a Company not accepting FIXED DEPOSITS Public Deposits) on 03.12.2002.

Your Company has not accepted any deposits from the shareholders/ ENERGY, TECHNOLOGY, FOREIGN EXCHANGE, INFORMATION public during the year under review. REQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956. The Company does not have any Public deposits at the end of the year. Your Company has no activity relating to conservation of energy / technology absorption. The Company does not have any foreign exchange DIRECTORS earnings or outgo. Shri Rajesh Surana was appointed as a Managing Director on 28.09.2011 DISCLOSURE U/S 217 (2A) OF THE COMPANIES ACT, 1956. for a period of five years in the Company’s Board Meeting. Shri Rajesh During the year under review, the Company has no employee who is in Surana, being eligible for appointment, offers himself for appointment. receipt of remuneration attracting the provisions of Section 217(2A) of In accordance with the provisions of the Companies Act, 1956, Ramesh the Companies Act, 1956. Kumar, who was appointed as an additional director, retires at the ensuing CORPORATE GOVERNANCE Annual General Meeting. His appointment as a Director retiring by rotation is being considered under Special Business. Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended For the kind perusal of the shareholders, a brief resume of the Directors Listing Agreement of the Stock Exchanges on which the Company is being appointed, nature of their expertise and the names of the companies listed are complied with. in which they hold the directorship and the details of the membership of A separate report on Corporate Governance is included in the Annual the committees of the Board, are mentioned in the Explanatory Statement. Report, a declaration signed by the CEO that Code of Conduct has been The Board of Directors recommends their appointments. complied on an annual basis is annexed and forms part of the Director’s Report.

10 9 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of ENVIRONMENT Directors, report that : The present economy, in which your Company is in operation, has slowly (i) In the preparation of Annual Accounts, the applicable accounting improved in conditions with markets becoming little static and more vibrant. standards have been generally followed; Your Company is confident of taking through your Company’s business (ii) appropriate accounting policies have been selected and applied under these circumstances and your Company also seeks to be cautious consistently and have made judgments and estimates that are in parting with the funds of the Company with close monitor on the cash reasonable and prudent so as to give a true and fair view of the flow management. It is significant that only quality services which are state of affairs of the Company at the end of 31st March, 2012 delivered have a long standing and sustain the overall business levels as of the Loss of the Company for that year; such in the days ahead. (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with OPPORTUNITIES AND THREATS the provisions of the Companies Act, 1956, for safeguarding The opportunities existing in the areas of Finance and Investment have the assets of the Company and for preventing and detecting been studied during the year by your Company. Your Company has made fraud and other irregularities and certain process models for entering into these new areas. The fact remains (iv) the annual accounts have been prepared on a going concern that the NBFC industry, in general, faces more challenges both in terms basis. of stringent regulations and the trust reposed in the Company.

ACKNOWLEDGEMENT OUTLOOK Your Directors record their appreciation and their sincere thanks to the The Company has not yet taken off with the new business proposals. Company’s Bankers, Customers and all others for their valuable support Your Company shall appropriately take up the new line of activity along and co-operation. Your Directors also thank all the employees of the with the existing business once the goal propositions are reasonably Company for their dedicated service and support. ascertained. The Company has taken steps to fully study the new business proposals. For and on behalf of the Board of Directors RISKS AND CONCERNS MANGALCHAND C SURANA The Company conducted fresh business to the extent of Rs.1,76,25,000/- Chairman (Rupees One Crore Seventy Six Lakhs and Twenty Five Thousands Only) Place : Chennai and the Company is in the process of collecting the receivables and Date : 31.05.2012 hence there is no significant risk associated with this operation.

11 12 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY REPORT ON CORPORATE GOVERNANCE

The Company has a proper and adequate internal control system to MANDATORY REQUIREMENTS ensure that all assets are safeguarded and protected against loss from As per the provisions of the Listing Agreement, the Company is required unauthorized use or disposition and those transactions are authorised, to comply with the Corporate Governance Code and the requirements as recorded and reported correctly. per the Report furnished below : The Audit Committee meets periodically with the Management and the Statutory Auditors to review the internal control systems. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE In line with the tradition of the Company, the Board of Directors of the HUMAN RESOURCES DEVELOPMENT Company view their role as trustees of the various stakeholders and the There has been a little development in human resources / industrial society at large and it is their endeavor to observe the best Corporate relations and it is slowly increasing the functioning with a larger staff. Governance Practices, which inter-alia include transparency, The Company selects appropriate persons for the job, trains them and empowerment, accountability and fairness in all dealings and pursuing a puts them on the job. policy of appropriate disclosure and communication. The Company has established various cost effective systems and procedures to ensure the Board of Directors of the Company are well informed and well managed so as to fulfill its overall responsibilities and For and on behalf of the Board of Directors to provide the management the well thought strategic direction, in order to create long term share holder value and also to meet the other stake MANGALCHAND C SURANA holders various interests as well. Chairman The Company believes in sound ethical practices and transparency in all Place : Chennai their operations, appropriate and most cost effective communication Date : 31.05.2012 channels. The Company practices the best corporate and enterprise governance practices so as to enhance the sustainable visibility of the Company in the days to come.

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

13 14 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

BOARD OF DIRECTORS Eighteen Board Meetings of the Company were held during the year and Composition: the gap between two meetings did not exceed four months. The Board In 2011-12, the Company had a Non-Executive Chairman and the meetings of the Company were held on 07.04.2011, 30.04.2011, numbers of independent Directors were not less than one-third of the 31.05.2011, 08.06.2011, 20.06.2011, 27.07.2011, 30.08.2011, total number of Directors. The numbers of Non-Executive Directors were 27.09.2011, 29.09.2011, 22.10.2011, 25.10.2011, 14.11.2011, more than 50% of the total number of Directors with the Managing Director 14.12.2011, 23.01.2012, 13.02.2012, 27.02.2012, 15.03.2012 and being the only Executive Director on the Board of Directors of the 30.03.2012. Company. BOARD PROCEDURE None of the Directors on the Board is a member of more than 10 Committees and no Director is the Chairman of more than 5 Committees A detailed agenda folder is sent to each Director in advance of the Board across all the Companies in which he is a Director. and Committee meetings. To enable the Board to discharge its The names and category of Directors on the Board, their attendance at responsibilities effectively, the Managing Director briefs the Board at every the Board Meetings held during the year and also at the last Annual meeting on the overall Company’s performance. General Meeting, the number of Directorships and Committee Memberships held by them in other Companies are given below : DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT A brief resume containing his expertise in specific functional areas, directorships / membership of Committees held in respect of Directors No. of Committees retiring by rotation/being appointed at the ensuing Annual General

Name Category during the position held Meeting forms part of the Explanatory Statement to the Notice of the year

No. of Annual General Meeting. AGM held on 29.09.2011 Directorships in Whether attended other Companies

ended 31.03.2012 Chairman Member attended AUDIT COMMITTEE No. of Board Meetings Shri Rajesh Surana Promoter Director, 18 Yes 2 Nil 4 The Audit Committee comprises of 4 Directors. Shri N K Surana as Managing Director Executive, Chairman, Shri Mangalchand C Surana, Shri Rajesh Surana and Shri Non-Independent Yeswant Chopra as Members, upto the period of directorship of Shri N K Shri N. K. Surana Non-Executive 9 Yes 2 1 3 Surana. Later, the chairmanship was taken over by Shri Yeswant Chopra, Director (resigned on with the additional member as Shri Ramesh Kumar, after his induction 25.10.2011) Independent as a director. (Except Shri Rajesh Surana and Shri Mangal Chand Surana, Shri Ramesh Kumar Non-Executive 8 No Nil 1 3 all are Independent Directors) Director (Appointed on Independent 25.10.2011) Five Audit Committee Meetings were held during the year 2011-2012 on Shri Yeswant Chopra Non-Executive, 17 Yes Nil 2 2 the following dates: 31.05.2011, 27.07.2011, 25.10.2011, 14.11.2012 and Director Independent 13.02.2012. The above meetings were attended by the Members of the Shri Mangalchand Promoter Director 18 Yes 2 1 3 Committee and the Statutory Auditors attended these meetings on C Surana Executive, invitation. Chairman & Director Non-Independent

15 16 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

The broad’s terms of reference to the Audit Committee is to: SHAREHOLDER’S /INVESTOR’S GRIEVANCE COMMITTEE * Review of financial reporting process, draft financial statements The Shareholder’s / Investor’s Grievance Committee comprises of Shri and auditor’s report before submission to the Board; Yeswant Chopra as Chairman, Shri N K Surana, Shri Mangalchand C * Internal controls and internal audit systems; Surana and Shri Rajesh Surana as members, upto the period of * Risk management policies and practices; directorship of Shri N K Surana. Later, the Chairmanship was taken * Related party transactions; over by Shri Ramesh Kumar, after his induction as a director and Shri * Recommendation of appointment / removal of Auditors and their Yeswant Chopra, Shri Mangalchand C Surana and Shri Rajesh Surana remuneration. as members, The Committee oversees all matters encompassing the Shareholder’s / REMUNERATION OF DIRECTORS Investor’s related issues such as non-receipt of Share Certificates after Other than the sitting fees paid to the Directors for attending the Board transfer, non-receipt of Annual Reports, etc. In addition, the Board also Meetings of the Company. The Chairman and the Managing Director have from time to time provides the requisite guidelines / scope of work for the not been paid any remuneration during the year 2011-2012. There is no Grievance Committee and the Committee discharges such other functions scheme of Stock Option to Directors of the Company. as are required under the provisions of the Listing Agreement and the Companies Act, 1956. REMUNERATION COMMITTEE (Non-Mandatory) The Committee met on the following dates: The Remuneration Committee constitutes four Directors. - 30th June, 2011 (1) Shri Yeswant Chopra as Chairman, (2) Shri Rajesh Surana, (3) Shri Mangalchand C Surana and (4) Shri N K Surana as Members. After the - 30th September, 2011 period of directorship of Shri N K Surana, Shri Ramesh Kumar took charge - 4th January, 2012 as a member after his induction as a director. - 31st March, 2012 The scope of the Remuneration Committee inter alia includes the The Committee reviewed the status of various complaints received from determination on behalf of the Board / Shareholders with agreed terms the Shareholders / Investors and the redressal measures taken by the of reference, the Company’s policy on specific remuneration packages Company. for Executive Director, including pension rights and any other payments. A statement of the various complaints received and cleared by the The Board shall from time to time provide requisite guidelines / scope of Company during the year 2011-2012 is hereunder. work for the Remuneration Committee and the Committee will discharge such other functions as are required under the provisions of the Listing Nature of Complaints/Requests Received Cleared Agreement and the Companies Act, 1956. Complaints / Requests Nil Nil The Committee decided that it shall meet as and when there is a need to Total Nil Nil decide on any matters pertaining to remuneration of the Directors.

17 18 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS There is no grievance from shareholders remaining unresolved, as every Management Discussion and Analysis effort is maintained to immediately redress investor’s grievances without loss of time. A Management Discussion and Analysis Report forms part of the Annual Report and includes discussions on various matters specified in the listing SHARE TRANSFER COMMITTEE Agreement.

The Share Transfer Committee comprises of Shri Mangalchand C Surana Code of Conduct as Chairman, Shri N K Surana, Shri Rajesh Surana and Shri Yeswant The Board has formulated a code of conduct for the Board members and Chopra as members upto the period of directorship of Shri N K Surana, senior management of the Company. All Board members and senior and later Shri Ramesh Kumar took charge as a member after his induction management personnel have affirmed their compliance with the code. A as a director. declaration to this effect signed by the Chairman and Managing Director The scope of the Committee is to consider the Share Transfers, of the Company is given elsewhere in the Annual Report. Dematerialisation, Rematerialisation, etc. CEO/CFO Certification The Committee meets regularly once in 15 days and the transfer requests As contemplated under Clause 49 of the Listing Agreement, the certificate received since the previous meetings are approved. from the CEO, i.e. Managing Director was placed before the Board of Directors at their meeting held on 31.05.2012 OTHER DISCLOSURES Review of Director’s Responsibility Statement 4. DETAILS OF GENERAL BODY MEETINGS The Board in its report has confirmed that the annual accounts for the Location and time for last three Annual General Meetings: year ended 31st March, 2012 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken Year Location Date Time for maintaining adequate accounting records.

2008-2009 No. 2, “Sun Plaza”, 2nd Floor 30.09.2009 09.30 a.m. MEANS OF COMMUNICATION Chennai-600 006. The Quarterly results are generally published in “Trinity Mirror” (English) and “Makkal Kural” (Tamil). All other official news releases are first 2009-2010 No. 2, “Sun Plaza”, 2nd Floor 29.09.2010 09.30 a.m. forwarded to the Stock Exchanges and subsequently released to media. Chennai-600 006. v Half-Yearly report sent to each 2010-2011 No. 2, “Sun Plaza”, 1st Floor 29.09.2011 09.30 a.m. household of shareholders : No Chennai-600 006. v Quarterly results normally : “Trinity Mirror” published in “Makkal Kural” DISCLOSURES v Any website, where displayed : The Company has its own No Strictures have been imposed on the Company by any regulatory website, authority for non-compliance of any laws. www.rishabfinance.com.

19 20 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

However, the quarterly financial c) Date of Book Closure : 25th September, 2012, to statements, shareholding patterns, etc. are simultaneously 27th September 2012 sent to the stock exchanges (both days inclusive) where the Company’s Shares are d) Registered Office : “HANWANT COMPLEX” listed within 48 hours of the announcement of the results Old No. 58,1st Floor, in the Board Meeting / Annual Govindappa Naicken Street, General Meeting and are also up- Chennai-600 001. loaded in the Company’s website. E-mail : [email protected] v Whether it also displays official : Yes, In the Website of the Administrative Office : No. 459, Mint Street, News Releases, Presentations Company and Communication Office Sowcarpet, Chennai-600 079. made to Institutional Investors/ e) Dividend payment Date : Not applicable, since no dividend Analysis has been recommended v Whether the Management : Yes, it has been attached to the Discussion & Analysis Report Directors Report and forms part f) Listing on Stock Exchanges : is a part of Annual Report of the Annual Report (i) Madras Stock Exchange Ltd (MSE) “Exchange Building” GENERAL SHAREHOLDER INFORMATION 11, Second Line Beach, Chennai-600 001. (a) Date, Time and Venue of the 21st Annual General Meeting (ii) Bombay Stock Exchange Ltd (BSE) Date : 27 th September, 2012. Time : 09.30 a.m. Phiroze JeeJee Bhoy Towers, Venue : No.2, “Sun Plaza”, 1st Floor, Dalal Street, Mumbai-400 001. 39, G.N. Chetty Road, The Company has paid the Listing fees for the year 2011-2012 to all Chennai-600 006. the Stock Exchanges. b) Particulars of Financial Calendar Stock Code : MSE - No Code number given Financial Year : 1st April to 31st March BSE - 531218 First Quarter : 1st April to 30th June Second Quarter : 1st July to 30th September The Regional Stock Exchange is “The Madras Stock Exchange Ltd”. Third Quarter : 1st October to 31st December Fourth & Final Quarter : 1st January to 31st March g) Demat Arrangement is with NSDL and CDSL Demat ISIN : INE346D01013

21 22 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

and Physical form tally with the issued/ h) Stock Price Data : The Equity Shares of the Company paid-up capital of the Company. have not been actively traded in Re- gional Stock Exchange in the year D Shareholding pattern and financial re- 2011-12. The Company’s shares sults sent to the stock exchanges, were de-listed from the Bombay Stock both BSE and MSE, within 48 hours Exchange Limited during the period of the announcement of the results and since then the Company obtained in the Board Meeting / AGM, quarterly an in-principle approval on and annually. 19.03.2012 from BSE for revocation D A Practicising Company Secretary of suspension in trading of equity carries out a Due Diligence Survey, shares and finally obtained the pertaining to share transfers, trans- equity shares re-listed by May 2012. missions etc., every six months and necessary certificates to that effect i) Share Transfer Systems : A Committee of Directors (Share Transfer Committee) has been are issued and the same are filed with constituted to approve the transfers, the Stock Exchanges transmissions and other allied matters. As per SEBI guidelines M/s. Cameo Corporate Services Limites is acting as In Compliance of SEBI requirements, the Common Share Transfer Agent, looking after both physical and Demat share transfers are entertained both work of your Company. under Demat and Physical Form. j) Distribution of Shareholding as on 31.03.2012 Share Transfers in respect of physi- No. of % of Amount % of cal Stocks are normally effected Shareholding Shareholders Shareholders Amount within a maximum of 15 days from the date of receipt. 1 - 1000 4945 76.08 4439090 8.88 1001 - 5000 875 13.46 2743430 5.49 In Compliance with the Listing/SEBI 5001 - 10000 289 4.45 2469430 4.94 Guidelines : 10001 - 20000 163 2.51 2401870 4.8 D A Practicing Company Secretary 20001 - 30000 71 1.09 1750240 3.5 carries out Secretarial Audit on 30001 - 40000 25 0.38 894360 1.79 “Dematerialised shares and shares 40001 - 50000 29 0.45 1379410 2.76 in Physical form” every quarter and 50001 -100000 55 0.85 4187860 8.38 the necessary Reports issued by him 100001 & Above 48 0.74 29734310 59.47 are filed with the “Stock Exchanges”. Total 6500 100.00 50000000 100.00 The shares in Dematerialised form

23 24 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012 es % of 25.98 0.062 73.96 0.0020 k) Dematerialisation of Shares and Liquidity : Shar 100.0000 es -- --

No. of Shareholders in No. of % of 100 3125 Shar

Shareholders Shareholders 50,00,000 5000000 1298942 3697833 -- Physical Mode 4661 71.7077 T O A L %. of Holders 0.0154 0.8769 0.0307 99.0770 Electronic Mode 1839 28.2923 100.0000 . of 1 2 57 No 6500 6440 Total 6500 100.0000 Holders es % of Shar 25.29 44.03 Paid-up Capital (Shares) 0.0625 69.3742 es ------3125 Shar 2201632 1264442 3468709 -- % of Holders 0.6923 0.0307 28.2922 27.5692 E L C T R O N I . of 2 ------45 No 1839 1792 Holders es % of 29.92 Shar 0.0020 0.6900 30.6258 es 100 34500 Shar 1496691 1531291 % of Holders 0.0154 0.1846 PH Y S I C A L 71.5077 71.7077 1 . of ------12 No 4648 4661 Holders y l) Shareholding Pattern as on 31.03.2012 Bodies Corporate Clearing Member Directors Mutual Fund NRI Resident Indian Relatives of Directors Total Banks Categor 25 26 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

Declaration under Clause 49 1 (D) by the Managing Director of m) Investor Correspondence affirmation by the Board of Directors and Senior Management of All enquiries, clarifications and correspondence should be ad- Compliance with the Code of Conduct dressed to Registrars and the Share Transfer Agents or to the Com- pliance Officer at the following addresses : The Shareholders, I, Rajesh Surana, Managing Director of the Company, do hereby declare Share Transfer / Demat Agents Compliance Officer that all the Board members and Senior Management personnel have Cameo Corporate Services Limited Santoshine Tripathy affirmed compliance with the Code of Conduct for the Board of Directors “Subramanian Building”, “Hanwant Complex”, and Senior Management of Rishab Financial Services Limited. V Floor, No. 1, Club House Road, No. 58, Govindappa Street, Chennai - 600 002. Chennai - 600 001. For RISHAB FINANCIAL SERVICES LTD.,

Tel : (044) 28460390-95 Tel : (044) 32966268 Place : Chennai RAJESH SURANA Fax : (044) 28460129 Date : Managing Director 31.05.2012 n) List of Directors holdings in your Company : Auditor’s Certificate on Compliance of Conditions of Corporate Category Name of the No. of % to Paid-up Governance under Clause 49 of the Listing Agreement : Directors Shares Shares To the Members of Rishab Financial Services Limited Executive Director Rajesh Surana 0.00 0.00 We have examined the compliance conditions of Corporate Governance (Non-Independent) Managing Director by Rishab Financial Services Limited for the year ended 31st March 2012 Executive Chairman Mangalchand C. Surana 0.00 0.00 as stipulated in clause 49 of the Listing Agreement of the said Company (Non-Independent) Chairman with the Stock Exchanges. (Independent) N.K. Surana 0.00 0.00 In our opinion and to the best of our information and according to the Director (resigned on 25.10.11) explanations given to us, we certify that the Company has complied with (Independent) Ramesh Kumar 0.00 0.00 the conditions of Corporate Governance as stipulated in the above- Director (appointed on 25.10.11) mentioned Listing Agreement. (Independent) Yeswant Chopra 0.00 0.00 For BHANDARI & KESWANI Director Chartered Accountants o) Compliance : P. BHANDARI The Company has complied with the mandatory requirements in terms Partner of the Corporate Governance Guidelines. However, the Company Place : Chennai M.No 17411 has not yet adopted the non-mandatory requirements. Date : 31.05.2012 Firm Regn. No. 000433S

27 28 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS AUDITOR’S REPORT OF RISHAB FINANCIAL SERVICES LIMITED To the members of RISHAB FINANCIAL SERVICES LIMITED 1. We have audited the attached Balance Sheet of Rishab Financial As required by the Non-Banking Financial Companies Auditor’s Report Services Limited as at 31st March, 2012 and the related Profit (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India in and Loss Account and Cash Flow Statement for the year ended on terms of Section 45 MA (1A) of the Reserve Bank of India Act, 1934, we that date annexed thereto. These financial statements are the report below on the matters specified in paragraph 3 of the said order : responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our 1. The Company has been granted a Certificate of Registration by the audit. Reserve Bank of India in terms of Section 45-IA of the Reserve Bank 2. We have conducted our audit in accordance with the auditing of India Act, 1934. standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance 2. We have verified the minutes of the meeting of the Board of Directors about whether the financial statements are free of material of the Company wherein which a resolution for non-acceptance of misstatement. An audit includes examining, on a test basis, evidence any public deposit has been passed. supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used 3. As per the information and explanations given to us, the Company and significant estimates made by management, as well as has not accepted any public deposits during the year under review. evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 4. As informed to us, the Company has furnished all the statements, information or particulars called for by the Reserve Bank of India. 3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 5. In our opinion and to the best of our information and according to 2004 issued by the Central Government of India in terms of the explanations given to us, the Company has compiled with the sub-section (4A) of Section 227 of the Companies Act, 1956 and prudential norms relating to income recognition, accounting on the basis of such checks of the books and records of the standards, asset classification and provision for bad and doubtful Company as we considered appropriate and according to the debts as applicable to it. information and explanations given to us, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 For BHANDARI & KESWANI and 5 of the said Order. Chartered Accountants 4. Further to our comments in the Annexure referred to above, we report that: P. BHANDARI i) We have obtained all the information and explanations, which Place : Chennai Partner to the best of our knowledge and belief were necessary for the Date : 31.05.2012 M.No.17411 purposes of our audit. Firm Regn. No. 000433S

29 30 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

ii) In our opinion, proper books of account as required by law have ANNEXURE TO THE AUDITOR’S REPORT been kept by the Company so far as appears from our examination of those books. Re : RISHAB FINANCIAL SERVICES LIMITED iii) The Balance Sheet, Profit and Loss Account and Cash Flow Referred to in paragraph 3 of our report of even date. Statement dealt with by this report are in agreement with the 1. (a) The company has maintained proper records showing full books of account. particulars including quantitative details and situation of fixed iv) In our opinion, the Balance Sheet, Profit and Loss Account and assets. Cash Flow Statement dealt with by this report are in compliance (b) As explained to us, the fixed assets of the Company have been with the accounting standards referred to in sub-section (3C) of physically verified by the management during the year, which in section 211 of the Companies Act, 1956. our opinion is reasonable, considering the size and the nature v) On the basis of written representations received from the of its business. The frequency of verification is reasonable and directors of the Company and taken on record by the Board of no material discrepancies have been noticed on such physical Directors of the Company, none of the directors of the Company verification. are disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section (c) There is no substantial disposal of fixed assets during the year. 274 of the Companies Act, 1956. 2. In respect of inventories, the Company does not have any inventory. vi) In our Opinion and to the best of our information and according to Therefore, the provisions of Clause 4 [ii] of the Companies [Auditor’s the explanations given to us, the said financial statements together Report] Order, 2003 are not applicable to the Company. with the notes thereon and attached thereto, give in the prescribed 3. The Company has neither granted nor taken any loans to and from manner, the information required by the Companies Act, 1956 companies, firms or other parties covered in the register maintained and also give a true and fair view in conformity with the accounting u/s 301 of the Companies Act,1956. principles generally accepted in India : 4. In our opinion and according to the information and explanations given (a) in the case of Balance Sheet, of the state of affairs of the to us, there are adequate internal control procedures commensurate Company as at 31st March, 2012 ; with the size of the company and the nature of its business with regard (b) in the case of the Profit and Loss Account, of the Loss for to fixed assets and with regard to the business activity. the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows 5. (a) According to the information and explanations given to us, we for the year ended on that date. are of the opinion that there were no transactions made in pursuance of contracts or arrangement, that need to be entered For BHANDARI & KESWANI in the register maintained under Section 301 of the Companies Chartered Accountants Act, 1956. Hence there are no such recordings in the Register. P.BHANDARI (b) The question of these transactions having been made at prices Place : Chennai Partner which are reasonable having regard to the prevailing market Date : 31.05.2012 M.No.17411 prices at the relevant time does not arise under the year of review. Firm Regn. No. 000433S

31 32 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

6. The Company has not accepted any deposits from the public, 14. In the present financial year, no investments are held by the Company. attracting the provisions of Section 58A or any other relevant provisions of the Companies Act, 1956 and the rules framed there 15. According to the information and explanations given to us, the under. Company has not given any guarantee for loans taken by others from banks and financial institutions. 7. In our opinion, the Company has an internal audit system commensurate with the size of the nature of its business. 16. In our opinion, no term loans have been obtained by the Company 8. In our opinion the Company is not required to maintain the cost from any financial institutions during the year. accounts and records prescribed by the Central Government under 17. According to the information and explanations given to us and on an Section 209(1) (d) of the Companies Act, 1956. overall examination of the balance sheet of the Company, we report 9. (a) The Company is, in general, regular in depositing undisputed that no funds raised on short-term basis have been used for long- statutory dues, including Income Tax and other statutory dues term investment. with the appropriate authorities. According to the information 18. The Company has not made any preferential allotments of shares to and explanations given to us, there are no undisputed amounts parties and companies covered in the register maintained under payable in respect of such statutory dues were in arrears as at section 301 of the Act. 31st March, 2012 for a period of more than six months from the date they became payable; 19. The Company has not issued any debentures during the year. (b) According to the information & explanations given to us, there 20. The Company has not raised any money by way of public issues are no dues of Sales Tax, Income Tax, Customs Duty, Wealth during the year. Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute. 21. According to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course 10. In our opinion, the accumulated losses of the Company are not of our audit. incurred as cash losses during the financial year covered by our audit and the immediately preceding financial year. In the current For BHANDARI & KESWANI year, the Company has made profits and thus decreased the brought Chartered Accountants forward losses. P.BHANDARI 11. In our opinion, and according to the information and explanations Place : Chennai Partner given to us, the Company has not defaulted in repayment of dues to financial institution or bank as at the balance sheet date. Date : 31.05.2012 M.No.17411 Firm Regn. No. 000433S 12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities. 13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

33 34 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

BALANCE SHEET AS AT 31st MARCH, 2012 Amount in ‘000s Amount in ‘000s Figures as at the Figures as at the Figures as at the Figures as at the end of current end of previous end of current end of previous Particulars Note reporting reporting Particulars Note reporting reporting period period period period II. Assets I. EQUITY AND LIABILITIES (1) Non-current assets (1) Shareholder’s Funds (a) Fixed assets (a) Share Capital A 50000.00 50000.00 (i) Tangible assets I & J 258.79 368.84 (ii) Intangible assets 0.00 0.00 (b) Reserves and Surplus B (8497.14) (5892.32) (iii) Capital work-in-progress 0.00 0.00 (c) Money received against (iv) Intangible assets share warrants 0.00 0.00 under development 0.00 0.00 (2) Share application money (b) Non-current investments K 5238.00 0.00 pending allotment 0.00 0.00 (c) Deferred tax assets (net) 6.45 15.36 (3) Non-Current Liabilities (d) Long term loans and advances L 43000.00 39090.00 (a) Long-term borrowings C 0.00 0.00 (e) Other non-current assets M 0.00 0.00 (b) Deferred tax liabilities (Net) 0.00 0.00 (2) Current assets (c) Other Long term liabilities D 0.00 0.00 (a) Current investments N 0.00 0.00 (d) Long term provisions E 0.00 0.00 (b) Inventories O 0.00 0.00 (c) Trade receivables P 3036.04 2356.74 (4) Current Liabilities (d) Cash and cash equivalents Q 109.73 4103.60 (a) Short-term borrowings F 4535.22 4765.00 (e) Short-term loans and advances R 2040.90 6725.00 (b) Trade payables 0.00 0.00 (f) Other current assets S 2340.63 2111.93 (c) Other current liabilities G 292.40 214.37 Total 56030.54 54771.47 (d) Short-term provisions H 9700.05 5684.42 As per our report attached of even date Total 56030.54 54771.47 For BHANDARI & KESWANI Chartered Accountants For and on behalf of the Board P. BHANDARI Partner MANGALCHAND C SURANA RAJESH Chennai SURANA 31.05.2012 Chairman Managing Director

35 36 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2012 Amount in ‘000s Amount in ‘000s Figures as at the Figures as at the Figures as at the Figures as at the end of current end of previous end of current end of previous Particulars Note reporting reporting reporting reporting Particulars period period Note period period I. Revenue from operations 1 4644.50 4205.00 X. Tax expense : II. Other Income 3 0.00 27.39 (1) Current tax (459.98) (454.65) III. Total Revenue (I +II) 4644.50 4232.39 (2) Deferred tax (8.92) 9.57 IV. Expenses: XI. Profit/(Loss) from the perid Cost of materials consumed 0.00 0.00 from continuing operations (VII-VIII) (2604.82) (1086.44) Purchase of Stock-in-Trade 0.00 0.00 XII. Profit/(Loss) from Changes in inventories of finished goods, discontinuing operations 0.00 0.00 work-in-progress and Stock-in-Trade 0.00 0.00 XIII. Tax expense of discounting Employee benefit expense 4a 1226.30 1803.20 operations 0.00 0.00 Financial costs 2 355.05 0.00 Depreciation and amortization expense 4b 127.44 171.79 XIV. Profit/(Loss) from Discontinuing operations(XII-XIII) 0.00 0.00 Other expenses 4c 1515.99 927.95 XV. Profit/(Loss) for the period (XI+XIV) (2604.82) (1086.44) Total Expenses 3224.78 2902.94 XVI. Earning per equity share : V. Profit before exceptional and (1) Basic (0.52) (0.22) extraordinary items and tax (III - IV) 1419.72 1329.45 (2) Diluted (0.52) (0.22) VI. Less : Exceptional Items Provision for Non Performing Assets (excess / short) 3590.23 1911.62 As per our report attached of even date Contingent Provision for For BHANDARI & KESWANI Chartered Accountants Standard Assets (34.58) 59.19 For and on behalf of the Board VII. Profit before extraordinary P. BHANDARI items and tax (V - VI) (2135.93) (641.36) Partner MANGALCHAND C SURANA RAJESH VIII. Extraordinary Items 0.00 0.00 Chennai 31.05.2012 SURANA IX. Profit before tax (VII - VIII) (2135.93) (641.36) Chairman Managing Director

37 38 NOTE NO. I & J GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS CLG OPG OPG CLG CLG OPG YEAR LOSS ACQUI DELE- TIONS FOR THE SITIONS ADDITIONS IMPARIMENT REVERSALS ADJUSMENTS IMPARIMENT ADJUSMENTS TANGIBLE ASSETS ASSETS HELD NOT ON LEASE LAND 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 RISHAB FINANCIALSERVICESLIMITED RISHAB FINANCIALSERVICESLIMITED RISHAB FINANCIALSERVICESLIMITED RISHAB FINANCIALSERVICESLIMITED RISHAB FINANCIALSERVICESLIMITED BUILDINGS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 PLANT & EQUIPMENT (COMPUTER) 844.07 0.00 0.00 0.00 0.00 844.07 662.34 87.78 0.00 0.00 0.00 750.12 93.95 181.74 PLANT & EQUIPMENT (OTHERS) 35.79 17.40 0.00 0.00 0.00 53.19 13.62 3.12 0.00 0.00 0.00 16.74 36.45 22.17 39 FURNITURE & FIXTURES 129.03 0.00 0.00 0.00 0.00 129.03 49.99 14.31 0.00 0.00 0.00 64.29 64.73 79.04 VEHICLES 479.75 0.00 0.00 0.00 0.00 479.75 393.86 22.24 0.00 0.00 0.00 416.10 63.65 85.89 OFFICE EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 OTHERS ( SPECIFY NATURE) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL A 1488.64 17.40 0.00 0.00 0.00 1506.04 1119.80 127.44 0.00 0.00 0.00 1247.25 258.79 368.84

ASSETS HELD ON LEASE LAND 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 BUILDINGS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 PLANT AND EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 FURNITURE AND FIXTURES0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 VEHICLES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 OFFICE EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 OTHERS ( SPECIFY NATURE) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL B 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 21st AnnualR

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS CLG OPG OPG CLG CLG OPG YEAR LOSS ACQUI DELE- TIONS FOR THE SITIONS ADDITIONS IMPARIMENT REVERSALS ADJUSMENTS IMPARIMENT ADJUSMENTS

INTANGIBLE ASSETS epor GOODWILL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

BRAND/TRADEMARKS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 t 2011-2012 COMPUTER SOFTWARE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 MASTHEADS & PUBLISHING TILES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

40 MINING RIGHTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 COPY RIGHTS, PATENTS, IPRS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 SERVICES & OPERATING RIGHTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 RECIPES, FOMULAE, MODELS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 DESIGNS & PROTOTYPES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00\ LICENSES & FRANCHISE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 OTHERS (SPECIFY NATURE) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL C 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 GROSS TOTAL (A+B+C) 1488.64 17.40 0.00 0.00 0.00 1506.04 1119.80 127.44 0.00 0.00 0.00 1247.25 258.79 368.84 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

NOTES TO ACCOUNTS FOR THE YEAR ENDED Current Year Previous Year Current Year Rs. Rs. Previous Year NUMBER OF SHARES HELD BY Rs. Rs. HOLDING COMPANY 0.00 0.00 NOTE NO. A SHARE CAPITAL NUMBER OF SHARES HELD BY AUTHORISED SHARE CAPITAL ULTIMATING HOLDING COMPANY 0.00 0.00 1,00,00.000 EQUITY SHARES NUMBER OF SHARES HELD BY OF RS.10/- EACH 100000.00 100000.00 SUBSIDIARIES OR ASSOCIATES OF 0.00 0.00 ISSUED, SUBSCRIBED AND HOLDING COMPANY OR ULTIMATE FULLY PAID UP HOLDING COMPANY 0.00 0.00 50,00,000 EQUITY SHARES DETAILS OF PERSONS HOLDING OF RS.10/- 50000.00 50000.00 MORE THAN 5% OF THE SHARE CAPITAL ISSUED, SUBSCRIBED AND NOT MANGAL KIRAN SECURITIES LIMITED FULLY PAID UP 0.00 0.00 10,57,100 Shares 21.14% CALL UNPAID BY DIRECTORS 0.00 0.00 SHARES RESERVED FOR ISSUE UNDER OPTIONS/ CALL UNPAID BY PERSONS COMMITMENTS AND TERMS AND CONDITIONS0.00 OTHER THAN DIRECTORS 0.00 0.00 0.00 SHARES FORFEITED 0.00 0.00 SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH 0.00 0.00 TOTAL SHARE CAPITAL 50000.00 50000.00 SHARES ISSUED AS FULLY PAID RECONCILIATION OF THE NUMBER OF SHARES BONUS SHARES 0.00 0.00 EQUITY SHARES SHARES BOUGHT BACK 0.00 0.00 NO OF SHARES AT THE BEGINNING OF THE YEAR 5000000.00 5000000.00 NOTE NO. B RESERVES AND SURPLUS ADD NUMBER OF SHARES ISSUED OPG BAL ADD. WITHDRA CLG BAL DURING THE YEAR 0.00 0.00 W ALS LESS: NUMBER OF SHARES CAPITAL RESERVES BROUGHT BACK/CANCELLED 0.00 0.00 Current Year 0.00 0.00 0.00 0.00 NO OF SHARES AT THE END Previous Year 0.00 0.00 0.00 0.00 OF THE YEAR 5000000.00 5000000.00 CAPITAL REDEMPTION RESERVES RIGHTS, PREFERENCES AND Current Year 0.00 0.00 0.00 0.00 RESTRICTIONS INCLUDING Previous Year 0.00 0.00 0.00 0.00 RESTRICTIONS ON THE DISTRIBUTION SECURITIES PREMIUM RESERVE OF DIVIDENDS AND REPAYMENT Current Year 8000.00 0.00 0.00 8000.00 OF CAPITAL 0.00 0.00 41 Previous Year 8000.00 0.00 0.00 8000.00 42 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

OPG BAL. ADD. WITHDRA CLG BAL NOTE NO. C W ALS LONG TERM BORROWINGS DEBENTURE REDEMPTION CURRENT YEAR PREVIOUS YEAR RESERVE SECURED UN SECURED SECURED UN SECURED Current Year 0.00 0.00 0.00 0.00 Previous Year 0.00 0.00 0.00 0.00 BONDS/DEBENTURES 0.00 0.00 0.00 0.00 REVALUATION RESERVE TERM LOANS FROM BANKS 0.00 0.00 0.00 0.00 Current Year 0.00 0.00 0.00 0.00 TERM LOANS FROM OTHER PARTIES 0.00 0.00 0.00 0.00 Previous Year 0.00 0.00 0.00 0.00 DEFERRED PAYMENT LIABILITIES 0.00 0.00 0.00 0.00 DEPOSITS 0.00 0.00 0.00 0.00 SHARE OPTIONS OUTSTANDING LOANS AND ADVANCES ACCOUNT FROM RELATED PARTIES 0.00 0.00 0.00 0.00 Current Year 0.00 0.00 0.00 0.00 LONG TERM MATURITIES OF Previous Year 0.00 0.00 0.00 0.00 FINANCE LEASE OBLIGATIONS 0.00 0.00 0.00 0.00 STATUTORY RESERVE AGGREGATE AMOUNT OF LOANS GUARANTEED BY DIRECTORS Current Year 1285.31 0.00 0.00 1285.31 OR OTHERS 0.00 0.00 0.00 0.00 Previous Year 1285.31 0.00 0.00 1285.31 Total Long Term Borrowings 0.00 0.00 0.00 0.00 GENERAL RESERVE Current Year 500.00 0.00 0.00 500.00 NOTE NO. D Previous Year 500.00 0.00 0.00 500.00 OTHER LONG TERM LIABILITIES TRADE PAYABLES 0.00 0.00 0.00 0.00 SURPLUS IN OTHERS 0.00 0.00 0.00 0.00 PROFIT AND LOSS ACCOUNT Current Year -18282.45 0.00 0.00 -18282.45 Total Other Long Term Liabilities 0.00 0.00 0.00 0.00 Previous Year -15677.62 0.00 0.00 -15677.62 NOTE NO. E Total Reserves & Surplus LONG TERM PROVISIONS Current Year -8497.14 0.00 0.00 -8497.14 PROVISION FOR EMPLOYEE BENEFITS 0.00 0.00 0.00 0.00 Previous Year -5892.32 0.00 0.00 -5892.32 OTHERS ( SPECIFY NATURE) 0.00 0.00 0.00 0.00

Total Long Term Provisions 0.00 0.00 0.00 0.00

43 44 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

NOTE NO. F CURRENT YEAR PREVIOUS YEAR SECURED UN SECURED SECURED UN SECURED SHORT TERM BORROWINGS CURRENT YEAR PREVIOUS YEAR NUMBER OF SHARES TO BE ISSUED0.00 0.00 0.00 0.00 SECURED UN SECURED SECURED UN SECURED AMOUNT OF PREMIUM IF ANY 0.00 0.00 0.00 0.00 PERIOD BEFORE WHICH SHARES LOANS REPAYABLE ON DEMAND BE ALLOTTED 0.00 0.00 0.00 0.00 FROM BANKS 0.00 0.00 0.00 0.00 PERIOD FOR WHICH THE SHARE FROM OTHER PARTIES 0.00 0.00 0.00 0.00 APPLICATION MONEY PENDING 0.00 0.00 0.00 0.00 LOANS AND ADVANCES FROM ALLOTMENT BEYOND THE DATE OF ALLOTMENT MENTIONED IN THE RELATED PARTIES 0.00 4535.22 0.00 4765.00 DOCUMENT INVITING APPLICATION DEPOSITS 0.00 0.00 0.00 0.00 FOR SHARES 0.00 0.00 0.00 0.00 OTHER LOANS AND ADVANCES REASONS FOR SUCH PENDING 0.00 0.00 0.00 0.00 (SPECIFY NATURE) 0.00 0.00 0.00 0.00 UNPAID MATURED DEPOSITS AND INTEREST ACCRUED THEREON 0.00 0.00 0.00 0.00 Total Short Term Borrowings 0.00 4535.22 0.00 4765.00 UNPAID MATURED DEBENTURES NOTE NO. G & INTEREST ACCRUED THEREON 0.00 0.00 0.00 0.00 OTHER CURRENT LIABILITIES OTHER PAYABLES - EXPENSES 0.00 292.40 0.00 214.37 CURRENT MATURITIES OF Total Other Current Liabilities 0.00 292.40 0.00 214.37 LONG TERM DEBT 0.00 0.00 0.00 0.00 NOTE NO. H CURRENT MATURITIES OF SHORT TERM PROVISION FINANCE LEASE OBLIGATIONS 0.00 0.00 0.00 0.00 PROVISION FOR EMPLOYEE BENEFITS0.00 0.00 0.00 0.00 INTEREST ACCRUED BUT NOT DUE ON BORROWINGS 0.00 0.00 0.00 0.00 PROVISION FOR NON PERFORMING ASSETS 0.00 6764.43 0.00 3174.20 INTEREST ACCRUED AND DUE ON BORROWINGS 0.00 0.00 0.00 0.00 CONTINGENT PROVISION FOR INCOME RECEIVED IN ADVANCE 0.00 0.00 0.00 0.00 STANDARD ASSETS 0.00 24.61 0.00 59.19 UNPAID DIVIDENDS 0.00 0.00 0.00 0.00 PROVISION FOR FRINGE BENEFIT TAX 0.00 32.94 0.00 32.94 APPLICATION MONEY RECEIVED FOR PROVISION FOR INCOME TAX 0.00 2878.07 0.00 2418.09 ALLOTMENT OF SECURITIES AND OTHERS ( SPECIFY THE NATURE) 0.00 0.00 0.00 0.00 REFUND DUE AND INTEREST Total Short Term Provisions 0.00 9700.05 0.00 5684.42 ACCRUED THEREON 0.00 0.00 0.00 0.00

45 46 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

CURRENT YEAR PREVIOUS YEAR CURRENT YEAR PREVIOUS YEAR CARRIED CARRIED CARRIED CARRIED CARRIED CARRIED CARRIED CARRIED AT COST OTHER THAN AT COST OTHER THAN AT COST OTHER THANAT COST OTHER THAN AT COST AT COST AT COST AT COST NOTE NO. K NON TRADE INVESTMENTS NON CURRENT INVESTMENTS :- INVESTMENT IN PROPERTY 0.00 0.00 0.00 0.00 TRADE INVESTMENTS INVESTMENT IN EQUITY INSTRUMENTS INVESTMENT IN PROPERTY 0.00 0.00 0.00 0.00 IN SUBSIDIARIES, ASSOCIATES, JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN EQUITY INSTRUMENTS THE NAME OF ENTITIES, AND WHETHER IN SUBSIDIARIES, ASSOCIATES, FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN PREFERENCE SHARES THE NAME OF ENTITIES, AND IN SUBSIDIARIES, ASSOCIATES, WHETHER FULLY PAID OR PARTLY PAID0.00 0.00 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN PREFERENCE SHARES THE NAME OF ENTITIES, AND WHETHER IN SUBSIDIARIES, ASSOCIATES, FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN GOVERNMENT OR THE NAME OF ENTITIES, AND TRUST SECURITIES 0.00 0.00 0.00 0.00 WHETHER FULLY PAID OR PARTLY PAID0.00 0.00 0.00 0.00 INVESTMENT IN DEBENTURES/BONDS INVESTMENT IN GOVERNMENT OR IN SUBSIDIARIES, ASSOCIATES, TRUST SECURITIES 0.00 0.00 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN DEBENTURES/BONDS THE NAME OF ENTITIES,AND WHETHER IN SUBSIDIARIES, ASSOCIATES, FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING INVESTMENT IN MUTUAL FUNDS 0.00 0.00 0.00 0.00 THE NAME OF ENTITIES, & WHETHER FULLY PAID OR PARTLY PAID 0.00 0.00 0.00 0.00 INVESTMENT IN PARTNERSHIP FIRMS0.00 0.00 0.00 0.00 INVESTMENT IN MUTUAL FUNDS 0.00 0.00 0.00 0.00 OTHER NON CURRENT INVESTMENTS 1,40,000 EQUITY SHARES IN INVESTMENT IN PARTNERSHIP FUNDS0.00 0.00 0.00 0.00 ANUSH SHARES & SECURITIES OTHER NON CURRENT INVESTMENTS PRIVATE LIMITED (UNQUOTED) 5238.00 0.00 0.00 0.00 (SPECIFY) 0.00 0.00 0.00 0.00 TOTAL B 5238.00 0.00 0.00 0.00 TOTAL A 0.00 0.00 0.00 0.00 TOTAL A+B 5238.00 0.00 0.00 0.00

47 48 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

CURRENT YEAR PREVIOUS YEAR CARRIED CARRIED CARRIED CARRIED CURRENT YEAR PREVIOUS YEAR AT COST OTHER THAN AT COST OTHER THAN CARRIED CARRIED CARRIED CARRIED AT COST AT COST AT COST OTHER THANAT COST OTHER THAN AGGREGATE AMOUNT OF QUOTED AT COST AT COST INVESTMENTS AND MARKET VALUE THEREOF 0.00 0.00 AMOUNTS DUE BY DIRECTORS AGGREGATE AMOUNT OF OR OTHER OFFICERS OF THE COMPANY UNQUOTED INVESTMENTS 0.00 0.00 SEVERALLY OR JOINTLY WITH ANY AGGREGAE PROVISION FOR DIMINUTION OTHER PERSONS 0.00 0.00 IN VALUE OF INVESTMENTS 0.00 0.00 AMOUNTS DUE BY FIRMS OR PRIVATE NOTE NO. L COMPANIES IN WHICH SUCH DIRECTOR LONG TERM LOANS AND ADVANCES IS A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00 SECURED AND CONSIDERED GOOD Total Long Term Loans & Advances 43000.00 39090.00 CAPITAL ADVANCES 0.00 0.00 SECURITY DEPOSITS 0.00 0.00 NOTE NO. M LOANS AND ADVANCES TO RELATED OTHER NON CURRENT ASSETS PARTIES ( GIVING DETAILS THEREOF) 0.00 0.00 LONG TERM TRADE RECEIVABLES OTHER LOANS AND ADVANCES 0.00 0.00 INCLUDING TRADE RECEIVABLES ON 0.00 0.00 UNSECURED AND CONSIDERED GOOD DEFERRED CREDIT TERMS CAPITAL ADVANCES 0.00 0.00 SECURED AND CONSIDERED GOOD 0.00 0.00 SECURITY DEPOSITS 0.00 0.00 UNSECURED AND CONSIDERED GOOD 0.00 0.00 LOANS AND ADVANCES TO DOUBTFUL 0.00 0.00 RELATED PARTIES ( GIVING DETAILS THEREOF) 0.00 0.00 0.00 0.00 OTHER LOANS AND ADVANCES 43000.00 39090.00 LESS PROVISION FOR BAD AND DOUBTFUL DEBTS 0.00 0.00 DOUBTFUL CAPITAL ADVANCES 0.00 0.00 0.00 0.0 SECURITY DEPOSITS 0.00 0.00 DEBTS DUE BY DIRECTORS OR OTHER LOANS AND ADVANCES TO OFFICERS OF THE COMPANY SEVERALLY RELATED PARTIES OR JOINTLY WITH ANY OTHER PERSONS 0.00 0.00 (GIVING DETAILS THEREOF) 0.00 0.00 DEBTS DUE BY FIRMS OR PRIVATE OTHER LOANS AND ADVANCES 0.00 0.00 COMPANIES IN WHICH SUCH DIRECTOR IS 43000.00 39090.00 A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00 LESS PROVISION FOR BAD AND DOUBTFUL AND ADVANCES 0.00 0.00 Total Other Non Current Assets 0.00 0.00 TOTAL 43000.00 39090.00

49 50 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

CURRENT YEAR PREVIOUS YEAR CURRENT YEAR PREVIOUS YEAR NOTE NO. N NOTE NO. O CURRENT INVESTMENTS INVENTORIES INVESTMENT IN EQUITY INSTRUMENTS (VALUED AT LOWER OF COST AND IN SUBSIDIARIES, ASSOCIATES, NET REALISABLE VALUE) JOINT VENTURES, CSPVS, SPECIFYING RAW MATERIALS 0.00 0.00 THE NAME OF ENTITIES, AND WORK IN PROGRESS 0.00 0.00 WHETHER FULLY PAID OR PARTLY PAID 0.00 0.00 FINISHED GOODS 0.00 0.00 INVESTMENT IN PREFERENCE SHARES STOCK IN TRADE ( IN RESPECT OF IN SUBSIDIARIES, ASSOCIATES, GOODS ACQUIRED FOR TRADING) 0.00 0.00 JOINT VENTURES, CSPVS, SPECIFYING STORES AND SPARES 0.00 0.00 THE NAME OF ENTITIES, AND WHETHER LOOSE TOOLS 0.00 0.00 FULLY PAID OR PARTLY PAID 0.00 0.00 OTHERS ( SPECIFY NATURE) 0.00 0.00 INVESTMENT IN GOVERNMENT Total Inventories 0.00 0.00 OR TRUST SECURITIES 0.00 0.00INVESTMENT IN DEBENTURES/BONDS GOODS IN TRANSIT UNDER THE ABOVE IN SUBSIDIARIES, ASSOCIATES, HEADS TO BE MENTIONED SEPARATELY 0.00 JOINT VENTURES, CSPVS, SPECIFYING 0.00 THE NAME OF ENTITIES, AND WHETHER NOTE NO. P FULLY PAID OR PARTLY PAID 0.00 0.00 TRADE RECEIVABLES INVESTMENT IN MUTUAL FUNDS 0.00 0.00 TRADE RECEIVABLES OUTSTANDING INVESTMENT IN PARTNERSHIP FIRMS 0.00 0.00 FOR A PERIOD EXCEEDING SIX MONTHS OTHER INVESTMENTS (SPECIFY) 0.00 0.00 SECURED AND CONSIDERED GOOD UNSECURED AND CONSIDERED GOOD 3036.04 2356.74 Total Current Investments 0.00 0.00 DOUBTFUL 0.00 0.00 SPECIFY THE BASIS OF VALUATION OF 3036.04 2356.74 INDIVIDUAL INVESTMENTS 0.00 0.00 LESS PROVISION FOR BAD AND DOUBTFUL DEBTS 0.00 0.00 AGGREGATE AMOUNT OF QUOTED INVESTMENTS AND MARKET VALUE THEREOF 0.00 3036.04 2356.74 0.00 DEBTS DUE BY DIRECTORS OR OTHER OFFICERS OF THE COMPANY SEVERALLY AGGREGATE AMOUNT OF OR JOINTLY WITH ANY OTHER PERSONS 0.00 UNQUOTED INVESTMENTS 0.00 0.00 0.00 AGGREGAE PROVISION FOR DIMINUTION DEBTS DUE BY FIRMS OR PRIVATE IN VALUE OF INVESTMENTS 0.00 0.00 COMPANIES IN WHICH SUCH DIRECTOR IS A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00 Total Trade Receivables 3036.04 2356.74 51 52 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

CURRENT YEAR PREVIOUS YEAR CURRENT YEAR PREVIOUS YEAR NOTE NO. Q DOUBTFUL CASH AND CASH EQUIVALENTS LOANS AND ADVANCES TO RELATED BALANCES WITH BANKS - OTHERS 47.02 3841.12 PARTIES ( GIVING DETAILS THEREOF) 0.00 0.00 BALANCES WITH BANKS HELD OTHER LOANS AND ADVANCES 0.00 0.00 AS MARGIN MONEY 0.00 0.00 2040.90 6725.00 BALANCES WITH BANKS HELD AS LESS PROVISION FOR BAD AND SECURITY AGAINST BORROWINGS 0.00 0.00 DOUBTFUL LOANS AND ADVANCES 0.00 0.00 BALANCES WITH BANKS HELD AS TOTAL 2040.90 6725.00 SECURITY AGAINST COMMITMENTS, AMOUNTS DUE BY DIRECTORS OR GUARANTEES ETC 0.00 0.00 OTHER OFFICERS OF THE COMPANY BALANCES WITH BANKS ON DEPOSIT SEVERALLY OR JOINTLY WITH ANY ACCOUNT MATURING OVER 12 MONTHS 0.00 OTHER PERSONS 0.00 0.00 0.00 AMOUNTS DUE BY FIRMS OR PRIVATE BALANCES WITH BANKS ON DEPOSIT COMPANIES IN WHICH SUCH DIRECTOR ACCOUNT - OTHERS 0.00 0.00 IS A PARTNER OR MEMBER OR DIRECTOR 0.00 0.00 EARMARKED BALANCES WITH BANKS 0.00 0.00 Total Short Term Loans & Advances 2040.90 6725.00 CHEQUES AND DRAFTS ON HAND 0.00 0.00 NOTE NO. S CASH ON HAND 62.71 262.48 OTHER CURRENT ASSETS OTHERS (SPECIFY NATURE) 0.00 0.00 (SPECIFY NATURE) Total Cash & Cash Equivalents 109.73 4103.60 ALL CURRENT ASSETS WHICH COULD NOT BE FITTED IN ANY OTHER ASSET CATAGORIES 0.00 0.00 NOTE NO. R TAXES PAID IN ADVANCE 2340.63 2111.93 SHORT TERM LOANS AND ADVANCES SECURED AND CONSIDERED GOOD Total Other Current Assets 2340.63 2111.93 LOANS AND ADVANCES TO RELATED PARTIES ( GIVING DETAILS THEREOF) 0.00 0.00 NOTE NO. T OTHER LOANS AND ADVANCES 0.00 0.00 CONTINGENT LIABILITIES & COMMITMENTS NIL NIL UNSECURED AND CONSIDERED GOOD LOANS AND ADVANCES TO RELATED PARTIES ( GIVING DETAILS THEREOF) 0.00 0.00 OTHER LOANS AND ADVANCES 2040.90 6725.00

53 54 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

CURRENT YEAR PREVIOUS YEAR ADDITIONAL INFORMATION TO BE DISCLOSED BY WAY OF AGGREGATE 1 REVENUE FROM OPERATIONS 4 EXPENDITURE AND INCOME ON THE FOLLOWING IN THE NOTES (AA) (IN THE CASE OF NON FINANCE COMPANIES) (i) CURRENT YEAR PREVIOUS YEAR SALE OF PRODUCTS 0.00 0.00 (a) EMPLOYEE BENEFIT EXPENSES SALE OF SERVICES 0.00 0.00 SALARIES AND WAGES 1226.30 1737.70 OTHER OPERATING REVENUES 0.00 0.00 CONTRIBUTION TO PF AND OTHER FUNDS 0.00 0.00 TOTAL 0.00 0.00 EXPENSES ON ESOP AND ESPP 0.00 0.00 LESS EXCISE DUTY 0.00 0.00 STAFF WELFARE 0.00 65.50 Total Revenue from Operations 0.00 0.00 Total Employee Benefit Expenses 1226.30 1803.20 (BB) IN THE CASE OF FINANCE COMPANIES (b) DEPRECIATION AND AMORTISATION INTEREST 4644.50 4205.00 EXPENSE 127.44 171.79 OTHER FINANCIAL SERVICES 0.00 0.00 (c) OTHER EXPENSES Total Revenue from Operations 4644.50 4205.00 Rent 150.00 240.00 Rates, Fees and Taxes 606.63 14.50 2 FINANCE COST Telephone Charges 8.58 11.34 INTEREST EXPENSES 355.05 0.00 Postage Expenses 42.36 36.33 OTHER BORROWING COSTS 0.00 0.00 Travelling & Conveyance 57.68 57.51 APPLICABLE NET GAIN/LOSS ON Directors Sitting Fees 112.00 112.00 FOREIGN CURRENCY TRANSACTIONS/ Printing & Stationery 30.47 26.31 TRANSLATIONS 0.00 0.00 Advertisement 168.60 31.69 Total Finance Costs 355.05 0.00 Bank Charges 1.04 2.40 Office Expenses 0.00 27.85 3 OTHER INCOME Repairs & Maintenance 0.00 35.04 INTEREST INCOME Electricity Charges 25.99 30.50 (IN CASE OF NON FINANCE COMPANY) 0.00 0.00 Vehicle Insurance & Maintenance 12.30 31.50 DIVIDEND INCOME 0.00 0.00 Audit Fees 11.24 11.03 INTEREST ON REFUND OF TAXES 0.00 27.39 Share Transfer Fees & Expenses 36.72 20.63 NET GAIN/LOSS ON SALE OF INVESTMENTS 0.00 0.00 AGM/EGM Expenses 22.39 75.45 OTHER NON OPERATING INCOME Books & Periodicals 2.85 3.74 (NET OF EXPENSES DIRECTLY Listing Fees 56.85 28.24 ATTRIBUTABLE TO SUCH INCOME 0.00 0.00 Professional Charges 170.28 81.90 0.00 27.39 Donations 0.00 50.00 Total Other Expenses 1515.99 927.95

55 56 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

2011-2012 2010-2011 CASH FLOW STATEMENT ANNEXED TO THE Rs. Rs. BALANCE SHEET FOR THE YEAR ENDED 31st MARCH, 2012 C. CASH FLOW FROM 2011-2012 2010- FINANCING ACTIVITIES 2011 Increase / Decrease Rs. Rs. in Bank Loan 0 0 A. CASH FLOW FROM Increase / Decrease OPERATING ACTIVITIES in Unsecured Loans (229777) 4765000 Net Profit Before Tax (2135933) (641359) Interest Received 4644502 4232391 Adjustment for Depreciation 127443 171794 Net Cash used in Financing Provision for Activities (C) 4414725 8997391 Non-Performing Assets 3590232 1911620 Contengent Provision for Net Increase / Decrease in Standard Assets (34576) 59188 Cash & Cash Equivalents Interest / Dividend Receipts (4644503) (4232391) (A + B + C) (3993874) 3303432 (961403) (2089790) Opening Cash & Bank Balance 4103604 800172 Operating Profit before Closing Cash & Bank Balance 109730 4103604 Working Capital Changes (3097336) (2731148) 3993874 (3303432) Changes in Working Capital : For and on behalf of the Board Place : Chennai Increase / Decrease in : Date : RAJESH SURANA Loans (3910000) 3665000 31.05.2012 Managing Director Advances and Deposits 4455398 (4702918) Debtors (679296) (1523676) AUDITORS’ CERTIFICATE Current Liabilities 78035 66817 We have verified the above Cash Flow Statement of Rishab Financial Cash Generated from Operations (55863) (2494777) Services Limited derived from audited financial statements and the books Payment of Rates & Tax 0 0 and records maintained by the Company for the year ended 31st March, Payment of Tax 0 (429683) 2012 and found the same in agreement therewith and also with the re- Net Cash Flow from quirements of Clause 32 of the Listing agreement with Stock Exchanges. Operating Activities (A) (3153199) (5655608) For BHANDARI & KESWANI B. CASH FLOW FROM Chartered Accoun- INVESTING ACTIVITIES Purchase of Fixed Assets (17400) (38350) tants Increase/Decrease in Chennai P. BHANDARI Investments (5238000) 0 31.05.2012 Partner. Net Cash used in M.No.17411 Investing Activities (B) (5255400) (38350) Firm Regn. No. 000433S 57 58 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

12. SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS B. NOTES FORMING PART OF ACCOUNTS : FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR For the year For the year ENDING 31ST MARCH 2012. 1. Audit Fees : ended ended 31.03.2012 A. SIGNIFICANT ACCOUNTING POLICIES : 31.03.2011 1. ACCOUNTING CONVENTIONS : Rs. Rs. Financial statements are prepared under the historical cost Statutory Audit 10,000 10,000 convention and generally accepted accounting principles. Service Tax 1,030 1,030

2. INCOME & EXPENDITURE RECOGNITION : TOTAL 11,030 11,030 The Company prepares its accounts on accrual basis. 2. The details of remuneration to Managing Director paid during 3. PRUDENTIAL NORMS OF RBI : the year are as hereunder : For the year For the year The Company follows prudential norms prescribed by the RBI for ended ended income recognition, provisioning for NPA’s etc., 31.03.2012 31.03.2011 4. FIXED ASSETS & DEPRECIATION : 1. Salary Rs.---- 2,00,000 Rs. Fixed Assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided on the Written Down Value 2. Contribution to Provident Fund ------Method at the rates prescribed in Schedule XIV to the Companies 3. Other Allowances and Perquisites ------Act, 1956. TOTAL ---- 2,00,000 5. INVESTMENTS : The Company has no balance in the investment account. 3. As on 31st March 2012, there are no micro and small business enterprises, to whom the Company owes dues and which are 6. GOING CONCERN ASPECTS : outstanding for more than 45 days. This information as required The Company is continuing in activities of following up the under the Micro, Small and Medium Enterprises Development Act, recoveries of its dues from its borrowers. In view of the above, the 2006, has been determined to the extent such parties have been accounts have been prepared on a going concern basis. identified on the basis of information available with the Company.

59 60 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

4. Compliance with Accounting Standards : 5. As on March 31, 2012, the Company does not owe any sum to any In addition to the appropriate Accounting Standards which have Small Scale Industrial undertakings. been already considered while preparing the financial statements the following significant Accounting Standards have also been duly 6. Previous year’s figures have been regrouped and rearranged compiled with : wherever necessary, to confirm to the current year’s classification. a) Related Party Disclosures (AS 18): During the year under review, there were no transactions with any related parties. Signature to Notes For and on behalf of the Board b) Earnings per Share : (AS 20) 2011-12 2010-11 MANGALCHAND C SURANA RAJESH a) Number of Equity Shares SURANA Outstanding during the year 50,00,000 50,00,000 Chairman Managing Director For BHANDARI & KESWANI b) Net Profit / Loss after tax available Chartered Accountants for equity shareholders (Rs.) (26,04,824) (10,86,437) c) Basic and diluted earnings P. BHANDARI Partner per share (0.52) (0.22) d) Nominal Value per share (Rs.) 10.00 10.00 Chennai 31.05.2012 Note : The Company does not have any outstanding dilutive potential equity shares. c) Consolidated Financial Statements : (AS 21) As the Company has no subsidiary, the question of preparation of consolidated financial statement does not arise. Accordingly, there is nothing to report with respect to AS 21 relating to Consolidated Financial Statements. d) Accounting for Taxes on Income : (AS 22) Deferred Tax Assets / Liabilities are recognized as per Accounting Standard AS 22 on Accounting for taxes on Income issued by the Institute of Chartered Accountants of India. Provision for deferred tax is made for timing differences arising between the taxable incomes and accounting income computed at currently applicable tax rates.

61 62 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS V. Generic Names of Three Principal Products / Services of Company PROFILE AS PER PART IV TO SCHEDULE VI TO THE COMPANIES ACT, (as per monetary terms) 1956. Item Code No. N A I. Registration Details (ITC Code No.) Registration No. 1 9 7 5 5 State Code 1 8 Product / Service L OANSA N D A DVANC E S Balance Sheet 3 1 0 3 1 2 Description : N A Date Month Year Item Code No. II. Capital Raised during the Year (Amount in Rs. Thousands) N A (ITC Code No.) Public Issue N I L Rights Issue N I L Product / Service N A Bonus Issue N I L Private Placement N I L Description N A III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities 6 4 3 2 1 Total Assets 6 4 3 2 1 Sources of Funds Paid up Capital 5 0 0 0 0 Reserves & Surplus 9 7 8 5 Secured Loans N I L Unsecured Loans 4 5 3 6 Applications of Funds Net Fixed Assets 2 5 9 Investments N I L Net Current Assets 4 5 7 7 3 Misc. Expenditure N I L Accumulated Losses 1 8 2 8 3 Deferred Tax Assets 6 IV. Performance of Company (Amount in Rs. Thousands) Turnover 4 6 4 5 Total Expenditure 3 2 2 5 + - Profit/Loss Before Tax + - Profit/Loss After Tax --- 1 4 2 0 - --- 2 6 0 5 Earning per Share in Rs. --- 0 . 5 2 Dividend Rate % N I L

63 64 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

Schedules to the Balance Sheet for the year ended 31st March, 2012 (Rs. in Lakhs) (As required in terms of Paragraph 9BB of Non-Banking Financial Companies Assets Side Amount outstanding Prudential Norms (Reserve Bank) Directions, 1998) (Rs. in Lakhs) 3. Break-up of Loans and Advances including Interest Amount Amount bills receivable (other than those included Liabilities side Principal Accrued outstanding overdue in (4) below :) but not due a. Secured --- 1. Loans and advances availed b. Unsecured considered good 430.00 by the NBFCs inclusive of interest accrued thereon but 4. Break-up of Leased Assets and stock on hire not paid : and hypothecation loans counting towards a. Debentures : Secured ------EL/HP activities : Unsecured ------i) Leased assets including leased rentals under (other than falling sundry debtors : within the meaning a. Financial lease --- of public deposits) b. Operating lease --- b. Deferred Credits ------c. Term Loans ------ii) Stock on hire including hire charges under sundry debtors : d. Inter-corporate loans and borrowings ------a. Assets on hire --- e. Commercial Paper ------b. Repossessed assets --- f. Public Deposits ------iii) Hypothecation loans counting towards g. Other Loans ------EL/HP activities : Total ------a. Loans where assets have been repossessed --- b. Loans other than (a) above --- 2. Break-up of (1) (f) above (outstanding public deposits 5. Break-up of Investments : inclusive of interest accrued Current Investments : thereon but not paid) 1. Quoted : a. In the form of i) Shares : a. Equity --- Unsecured Debentures ------b. Preference --- b. In the form of partly secured ii) Debentures and Bonds --- Debentures i.e. Debentures iii) Units of Mutual Funds --- where there is a short-fall iv) Government securities --- in the value of security ------v) Others (Please Specify) --- c. Other Public Deposits ------

65 66 RISHAB FINANCIAL SERVICES LIMITED 21st Annual Report 2011-2012

2. Unquoted : 7. Investor group-wise classification of all investments (current and long i) Shares : a. Equity --- term) in shares and securities (both quoted and unquoted) b. Preference --- (Rs. in Lakhs) ii) Debentures and Bonds --- iii) Units of Mutual Funds --- Market Value/ Book Value iv) Government Securities --- Category Break up of fair Value or (Net of Provisions) v) Others (Please Specify) --- NAV Long term Investments : 1. Related parties 1. Quoted : a. Subsidiaries ------i) Shares : a. Equity --- b. Companies in the same group ------b. Preference --- ii) Debentures and Bonds --- c. Other related parties ------iii) Units of Mutual Funds --- 2. Other than related parties ------iv) Government securities --- Total ------v) Others (Please Specify) --- 2. Unquoted : 8. Other Information i) Shares : a. Equity --- Particulars Amount b. Preference --- ii) Debentures and Bonds --- i) Gross Non-performing assets iii) Units of Mutual Funds --- a. Related Parties --- iv) Government Securities --- b. Other than related parties --- v) Others (Please Specify) ------Total --- ii) Net Non-performing assets a. Related Parties --- 6. Borrower group-wise classification of all leased assets, stock on b. Other than related parties --- hire and loans and advances : --- Amount net of provisions Category iii) Assets acquired in satisfaction of debt --- Secured Unsecured Total

1. Related Parties As per our report attached of even date (a) Subsidiaries ------For BHANDARI & KESWANI For and on behalf of the Board Chartered Accountants (b) Companies in the same group ------P. BHANDARI 2. Other than related parties --- 430.00 430.00 MANGALCHAND C SURANA RAJESH Partner SURANA Total --- 430.00 430.00 Chennai Chairman Managing Director 31.05.2012 67 68 RISHAB FINANCIAL SERVICES LIMITED (Formerly known as Madan Financial Services Limited) Regd. Office : “Hanwant Complex” Old No. 58, 1st Floor, Govindappa Naicken Street, Chennai-600 001. ATTENDANCE SLIP Regd. Folio No...... No. of Shares held...... DP ID...... I hereby record my presence at the 21st Annual General Meeting of the Company to be held on Thursday, the 27th day of September, 2012 at 9.30 a.m. at No. 2, “Sun Plaza”, 1st Floor, 39, G.N. Chetty Road, Chennai-600 006.

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

RISHAB FINANCIAL SERVICES LIMITED (Formerly known as Madan Financial Services Limited) Regd. Office : “Hanwant Complex” Old No. 58, 1st Floor, Govindappa Naicken Street, Chennai-600 001. PROXY FORM Regd. Folio No...... No. of Shares held...... DP ID...... I/ We...... (write full address) being a Member/Members of Rishab Financial Services Ltd the above appoint ...... of...... or failing him...... of...... as my/our proxy and to vote for me/us on my/our behalf at the 21st Annual General Meeting of the Company to be held on Thursday, the 27th day of Sep- tember, 2012 at 9.30 a.m. at No. 2, “Sun Plaza”, 1st Floor, 39, G.N. Chetty Road, Chennai-600 006 and at any adjournment thereof. Affix 1 Re Signed this...... day of ...... 2012 Signature..... Revenue ...... Stamp