Classic Global Finance and Capital Limited · Miller Ganj, Opp. Ramgarhia School, Ludhiana - 141003 Website: Email:[email protected] REGISTER AND TRANSFER AGENT MAS Services

ANNUAL REPORT 2014-15 II CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED

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Classic Global Finance and Capital Limited

ANNUAL REPORT For the Financial Year 2014-2015


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COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Vinod Kumar Garg Executive Director (Non-executive Director)

Mr. Ranjeet Kumar Non Independent Director (Non-executive Director)

Ms. Geeta Devi Independent Director (Non-executive Director)

Mr. Virender Singh Rana Independent Director (Non-executive Director)

BANKERS

Oriental Bank of Commerce

STATUTORY AUDITORS

M/s Sanjay Chirana & Associates

Chartered Accountants B – 121, 2nd Floor, Jhilmil Colony, Delhi – 110092 Email: [email protected]

CORPORATE IDENTIFICATIONNUMBER (CIN)

L65921PB1995PLC015573

REGISTERED OFFICE

Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, Opp. Ramgarhia School, Ludhiana - 141003 Website: www.classicgfcl.com Email:[email protected]

REGISTER AND TRANSFER AGENT

MAS Services Limited

T-34, 2nd Floor,

Okhla Industrial Area, Phase –II

New Delhi – 110020

Tel.: 011-26387281-82-83

Fax No. – +91-11-2638 7384

Email:[email protected]

mailto:[email protected]://www.classicgfcl.com/mailto:[email protected]:[email protected]


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INSIDE

Corporate Information

Notice

Directors Report and Annexure

Independents Auditors Report

Balance Sheet

Profit & Loss Account

Notes to Accounts

Attendance and Proxy Form


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NOTICE Notice is hereby given that the Annual General Meeting of Classic Global Finance and Capital Limited will be held on Wednesday, 30th September, 2015 at 9:00 A.M. at Office No. 8, IInd Floor, Sodhi Complex, Miller Ganj, Opp. Ramgarhia School, Ludhiana, Punjab-141003 to transact the following businesses: ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended March 31, 2015 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors‟ thereon.

2. To appoint a Director in place of Mr. Ranjeet Kumar, who retires by rotation and being eligible offers himself for re-appointment.

3. To ratify the appointment of M/s Sanjay Chirana & Associates, Chartered

Accountants (Firm Registration No. 325710E) the Retiring Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next AGM and to fix their remuneration.

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, and pursuant to the recommendations of the audit committee of the Board of Directors, the appointment of M/s Sanjay Chirana & Associates, Chartered Accountants(Firm Registration No. 325710E), be and hereby ratified as the statutory auditor of the Company and that the Board of Directors be and hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors.” SPECIAL BUSINESS: 4. To appoint Ms. Geeta Devi (DIN: 06798848) as Director 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 160, 149, 152 and all other applicable provisions and Schedule IV to the Companies Act, 2013, the Companies (Appointment the Companies (Appointment and Qualifications of Directors) Rules, 2014, as may be amended, from time to time and the Listing Agreement, Ms. Geeta Devi (DIN: 06798848), who was appointed as an Additional Director with effect from 21st March, 2015, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five consecutive years commencing from the date of her appointment i.e. 21st March, 2015.”

5. To consolidate the Equity Shares of face value of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:


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“RESOLVED THAT pursuant to Section 61(1)(b) and other applicable provisions, if any, of the Companies Act, 2013, and Articles of Association of the company, all the 4,00,00,000 (Four Crores) equity shares of Re. 1 (Rupee one) each of the company be and are hereby consolidated into Forty Lakhs (40,00,000) equity shares of Rs. 10/- (Rupees ten) each;

(i) all the present shareholders holding in all 35153000 (Three Crores Fifty One lakhs and Fifty Three Thousand) issued, subscribed and fully paid equity shares of Re. 1 (Rupee one) each be issued, in lieu of their present shareholding, the number of fully paid consolidated equity shares of Rs. 10 (Rupees ten) each;

(ii) the Board of directors of the company be and is hereby authorised to take all the necessary steps for giving effect the foregoing resolution, including recall of the existing share certificates, issue of new share certificates in lieu of the existing issued share certificates in terms of the foregoing resolutions and in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014.”

6. To alter the Memorandum of Association for the above mentioned purpose 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 as a consequence of consolidation of the equity shares of the company, clause V (share capital clause) of the memorandum of association of the company be and is hereby substituted with the following:

“V. The authorised share capital of the company is Rs. 4,00,00,000 (Rupees Four Crores) divided into Forty Lakhs (40,00,000) equity shares of Rs. 10/- (Rupees ten) each.”

7. To Adopt The New Set Of Articles Of Association Of The Company And To Consider, And If Thought Fit, To Pass With Or Without Modification, The Following Resolution as A Special Resolution:

“RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, as may be amended, from time to time, the draft set of Articles of Association of the Company, a copy of which is placed before the meeting, be and is hereby approved and adopted as the new Articles of Association of the Company, in substitution of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

By Order of the Board

For CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED Sd/-

VINOD KUMAR GARG Director

DIN: 00504829

Date: 01.09.2015 Place: Ludhiana


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NOTES: 1. An Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to

the special businesses set out in the notice is annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE (ONLY ON POLL) INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED AND SIGNED PROXY FORM SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL 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 FOR ANY OTHER PERSON OR SHAREHOLDER.

3. The Register of Directors and Key managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

4. The Register of Contracts or Arrangements in which Directors are interested, maintained

under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

5. Members holding shares in physical form are requested to notify change in address at the Registered Office of the Company at Office No. 8, IInd Floor, Sodhi Complex, Miller Ganj, Opp. Ramgarhia School, Ludhiana, Punjab-141003.

6. Pursuant to Section 91 of the Companies Act, 2013, The Share Transfer Books and Members Register of the Company will remain closed from 9th September, 2015 to 11th September, 2015 (Both days inclusive).

7. All documents meant for inspection and referred in the accompanying Annual Report are open for inspection at the Registered Office of the Company during office hours between 11.00 am to 1.00 pm on all working days till the date of Annual General Meeting.

8. Members are required to bring their admission slip along-with copy of the Annual Report at the Annual General Meeting.

9. Voting through electronic means

I. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules.2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 („Amended Rules 2015‟) and clause 35B of the Listing Agreement, the Company is pleased to offer e-voting facility to the Members to cast their votes electronically on all resolutions set forth in the Notice convening the Annual General Meeting to be held on Wednesday 30th September, 2015 at 9:00A.M.The Company has envisaged the Services of National Securities Depository Limited (NSDL) to provide e-voting facility. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The Facility for voting through ballot paper shall be available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.


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IV. The remote e-voting period commences on 27th September, 2015 (9:00 am) and ends on 29th September 2015 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2015, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote E- voting electronically are as under:-

A. In case a member receives an email from NSDL (for members whose email IDs are registered with the Company/Depository Participant(s)] : (i) Open email and open PDF file. The said PDF file contains your user ID and password For E-Voting. Please note that the password is an initial password. (ii) Launch internet browser by typing the following URL:https;//www.evoting.nsdl.com/ (iii) Click on shareholder-Login. (iv) Put user ID and password as initial password noted in step (i) above. Click login. (v) Password change menu appears. Change the password with new password of your choice. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (vi) Home page of e-voting opens, click on e-voting : Active Voting cycles. (vii) Select ”EVEN” Of CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED. (viii) Now you are ready for remote E-voting as cast vote page opens. (ix) Cast your vote by selecting appropriate option and click on ”Submit” and also “Confirm” when prompted. (x) Upon confirmation, the message ”Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote (xii) Institutional & Corporate shareholders(i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy(PDF/JPG Format) of the relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected] . B. In case a Member receives physical copy of the Notice of AGM (for members whose email IDs are not registered with the Depository Participant (s) or requesting physical copy] : (i) Initial password is provided as below in the proxy form:

EVEN(Remote E-Voting Event number)

USER ID PASSWORD

(ii) Please follow all steps from SI. No.(ii) to SI. No.(xii) above, to cast vote. VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

shareholders and e-voting user manual for shareholders available at the downloads section of www.evoting.nsdl.com call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VIII. The e-voting period commences on 27th September, 2015 and ends on 29th September, 2015. During the period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2015, may cast their vote electronically in the manner and process set out herein above. The E-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the shareholder shall not be allowed to change it subsequently. Further, the members who have cast their vote electronically shall not vote by way ballot form.

file:///C:\Users\hcl\Downloads\https;\www.evoting.nsdl.com\mailto:[email protected]:[email protected]://www.evoting.nsdl.com/


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IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September, 2015.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice of AGM and holding shares as of the cut-off date i.e.23rd September, 2015, may obtain the login ID and password by sending a request at [email protected]. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.

XI. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XII. Mr. Sumit Gupta, Company Secretary in Practice (COP: 10542) of M/s. Sumit Gupta & Associates, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XIV. The Scrutinizer shall after the conclusion of the e-voting at the AGM will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer‟s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.classicgfcl.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

By Order of the Board

For CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED Sd/-

VINOD KUMAR GARG Director

DIN: 00504829

Date: 01.09.2015 Place: Ludhiana EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Ms. Geeta Devi was appointed as an Additional Director with effect from 21.03.2015, Pursuant to Section 149 of the Companies Act, 2013 (new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. She may be appointed for a maximum of two consecutive terms of upto 5 years each.

http://www.evoting.nsdl.com/http://www.classicgfcl.com/


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She is Independent director of the company and has been holding the office of Directorship. As per existing terms of appointment, the period of her office is liable to determination by retirement by rotation in terms of section 152 of the Act. The Company has received notices in writing from a member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of her appointment as Independent Directors of the Company.

She is not disqualified from being appointed as Directors in terms of Section 164 of the Act and has given her consent to act as Director. The Company has also received declarations from her that she meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Listing agreement.

The Board considered the independence of her in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that she fulfills the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as an Independent Director.

The Board recommends the resolution for your approval.

Ms. Geeta Devi is interested in their respective resolution to the extent of her appointment. None of the remaining Directors and their relatives is concerned or interested in the proposed resolution.

ITEM NO. 5 & 6

TO APPROVE THE CONSOLIDATION OF EQUITY SHARES AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION

The Boards at their meeting held on 1st September, 2015 decided to consolidate the equity shares of the Company.

The members may please note that presently nominal value of equity shares is Re. 1/- (One) each and consequent to the consolidation it is being consolidated into 1 (One) equity share of Rs. 10/- (Ten) each such that each shareholder holding 10 (Ten) equity shares of the Company having face Value of Re. 1/- (One) each will obtain 1 (One) equity share of the Company of the face value of Rs. 10/- (Ten) each. The Board of your Company will decide the record date (effective date) after getting members approval.

The Members attention is also invited to the fact that in view of the forgoing, the existing Capital Clause V in the Memorandum of Association of the Company relating to the Authorised Share Capital also needs relevant amendment to give effect the Consolidation.

A copy of existing Memorandum and Article of Association of the Company together with a copy of Memorandum and Article of Association reflecting the proposed amendment is available for inspection by the members of the Company at its registered office of the Company between 11:00 A.M. to 5:00 P.M. on all working days (except Sunday and Public holiday) till the conclusion of Annual General Meeting.

The Board recommends the resolution for members‟ approval.


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None of the Directors and the Key Managerial Personnel of the Company including their relatives is concerned or interested in aforesaid resolutions. ITEM NO. 7

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

The present Articles of Association of the Company are based on the provisions of the Companies Act, 1956. Consequent to the notification and applicability of large number of Sections of the Act and Rules framed there under, it has become necessary to alter the existing Articles of Association of the Company to be in line with the new Act. The Board of Directors considered this matter in its meeting held on 1st September, 2015 and decided to adopt a new set of Articles of Association and replace the existing Articles of Association. A copy of draft Articles is available at the registered office of the Company.

As per section 14 of the Act, approval of the shareholders of the Company by way of a special resolution is required for alteration of Articles of Association of the Company.

None of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the resolution set out at Item No. 07 to the shareholders for their approval.

By Order of the Board For CLASSIC GLOBAL FINANCE AND CAPITAL LIMITED

Sd/- VINOD KUMAR GARG

Director

DIN: 00504829

Date: 01.09.2015 Place: Ludhiana


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DIRECTORS’ REPORT TO THE MEMBERS

Your Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31stMarch, 2015.

FINANCIAL RESULTS The summarized performance of the Company for the years 2014-15 and 2013-14 is given below:

(Rupees in Lacs)

Particulars For Financial Year Ended

31st March, 2015

31st March, 2014

Total Income 137.19 42.12

Total Expenditure 129.11 39.95

Profit before Tax 8.08 2.17

Less: Tax Expense 2.67 0.63

Add: Deffered Tax 0.08 0.04

Profit / (Loss) After Tax 5.49 1.58

DIVIDEND During the year under review, to plough back the profits in the business activity, no dividend is recommended this year.

RESERVE AND SURPLUS

The amount of Rs. 548502.57 is being transferred in the reserve and Surplus as the Current year profit.

FINANCIAL PERFORMANCE

During the year under review, the Company‟s income is Rs. 548,502.57/- as against income of Rs. 158,422.95 /- in 2013-14.

CHANGE IN THE SHARE CAPITAL

During the period under review, The Authorized Share Capital as on March 31, 2015 is Rs. 40,000,000 (Rupees Four crores only) (40,000,000 shares of Rs.1/each). During the year under review, the face and paid up value of equity shares has been sub divided from Rs. 10 each to Rs. 1 each. The Board of Directors of your Company has also proposed the consolidate the face value of equity shares of Rs. 1 to Rs. 10 each for your approval in the ensuing Annual General Meeting.


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CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED

BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below: The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE


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COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (Rs. In Lakhs)

% increase in Remuneration in FY 2014-15**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Vinod Kumar Garg, Whole Time Director

Nil N.A. N.A. N.A.

2. Ms. Meenu Jain, Company Secretary

20,000 NA N.A. N.A.

During the year under review, Ms. Meenu Jain Kumar resigned from the post of Company Secretary w.e.f 16th June, 2014. The number of permanent employees as on 31st March 2015 was 2. Average of remuneration of employees excluding KMPs – Nil

No employee’s remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company’s performance has been provided in the Directors’ Report which forms part of the Board Report.

Market Capitalisation was Rs. 35.11 crores of 2014-15 as against Rs. Rs. 3.51 crores of 2013-14. The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance. The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 –NOT APPLICABLE


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DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable. STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company. STATUTORY AUDITORS

The ratification of Statutory Auditors, M/s. Sanjay Chirana & Associates., Chartered Accountants, have been recommended to the Shareholders for the approval for the financial year 2015-16 in terms of the provisions of section 139 of Companies Act, 2013. AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors‟ Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT – 9 has been annexed to the Report, as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. There was no foreign exchange earning & outgo during the financial year under review.


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CHANGE OF REGISTERED OFFICE During the period, the Company has changed its Registered Office w.e.f. September 11, 2014 from Mall Plaza, Building Fountain Chowk, Ludhiana, Punjab to Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, Opp. Ramgarhia School, Ludhiana - 141003. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement. DIRECTOR’S & COMMITTEES: a) Changes in Directors and Key Managerial Personnel

During the year under review 2014-15, Ms. Geeta Devi was co-opted as an Additional Director on the board of the company with effect from 21st March, 2015 and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing their candidatures for the office of a Director on the Board of the Company. During the period under review, Mr. Jai kumar have resigned from the Board of the company with effect from 21st March, 2015. During the year under review 2014-15, Ms. Meenu Jain has resigned from the post of company secretary w.e.f. 16.06.2014 from the Company.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement. c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relation committee.


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SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year, the Board of your company met Ten times on 19.05.2014, 16.06.2014, 30.07.2014, 13.08.2014, 11.09.2014, 13.11.2014, 17.11.2014, 13.02.2015, 21.03.2015, and 30.03.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 5 times during the financial year 2014-15 on 19.05.2014, 13.08.2014, 28.08.2015, 13.11.2014 and 13.02.2015. On the resignation of Mr. Jai Kumar and Appointment of Ms. Geeta Devi, the Board of Directors in its meeting held on 21st March, 2015 reconstituted the Audit Committee

and following is the composition as on 31.03.2015:

Name of Member Designation Category

Ms. Geeta Devi Chairman Non Executive and Independent Director

Mr. Ranjeet Kumar Member Non Executive and Non Independent Director

Mr. Virender Singh Rana Member Non Executive and Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial year 2014-15 on 19.05.2014, 13.08.2014, 28.08.2015, 13.11.2014 and 13.02.2015.

During the year under review, the committee further re-constituted and at present, following is the composition as on 31.03.2015:

Name of Member Designation Category

Mr. Virender Singh Rana Chairman Non Executive and Independent Director


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Mr. Ranjeet Kumar Member Non Executive and Non Independent Director

Ms. Geeta Devi Member Non Executive and Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013. During the year under review, the committee further re-constituted and at present, following is the composition as on 31.03.2015: Name of Member Designation Category

Mr. Virender Singh Rana Chairman Non Executive and Independent Director

Ms. Geeta Devi Member Non Executive and Non Independent Director

Mr. Ranjeet Kumar Member Non Executive and Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been updated on the website of company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts. MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014


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The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Pursuant to the provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. K.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2014-15 and the report is attached herewith. With respect to the qualifications, the Company is looking candidate for the post of Company Secretary and Chief Financial officer, Company is filing the required information/compliances timely. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company‟s operations in future. AUDIT OBSERVATIONS

Auditors‟ observations are suitably explained in notes to the Accounts and are self-explanatory. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.


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During the year under review, relationship with the employees is cordial. INDEPENDENT DIRECTORS’ MEETING

During the year under review, the Independent Directors met on 13th November, 2014, inter alia, discussed: •Evaluation of the performance of Non-independent Directors and the Board of

Directors as a whole.

•Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

•Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors‟ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that - (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


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ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels By Order of the Board of Directors For Classic Global Finance and Capital Limited Sd/- Sd/- Place: New Delhi Vinod Kumar Garg Virender Singh Rana Date: 01.09.2015 Director Director DIN 00504829 DIN 06782773


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FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L65921PB1995PLC015573

2. Registration Date 05/01/1995

3. Name of the Company CLASSIC GLOBAL FINANCE AND CAPITAL LTD

4. Category/Sub-category of the

Company

Company limited by shares/ Indian Non-

Government Company.

5. Address of the Registered office &

contact details

Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, opp. Ramgarhia School, Ludhiana, Punjab – 141003.

Tel: 011 S- 32971926;Fax: 011 – 3297126

Email: [email protected]

Website: www.classicgfcl.com

6. Whether listed company Listed

7.

Name, Address & contact details of

the Registrar & Transfer Agent, if

any.

Mas Services Limited T – 34, Second Floor, Okhla Industrila Area Phase – II, New Delhi – 110020 Tel: 011 – 26387281, 82, 83 Email: [email protected] Website: http://www.masserv.com/

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

S. No. Name and Description of

main products / services

NIC Code of

the

Product/service

% to total turnover of the

company

1 Other Financial Activities 649 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N0 Name And Address Of

The Company

CIN/GLN Holding/

Subsidiary/

Associate

% Of

Shares

Held

Applicable

Section

1 N.A. N.A. N.A. N.A. N.A.

mailto:[email protected]://www.classicgfcl.com/mailto:[email protected]://www.masserv.com/


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2 N.A. N.A. N.A. N.A. N.A.

3 N.A. N.A. N.A. N.A. N.A.

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the

year[As on 31-March-2014]

No. of Shares held at the end of the year[As

on 31-March-2015]

%

Change

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoters

(1) Indian

a)Individuals/

Hindu

Undivided

Family

0 1000000 1000000 2.84 1000000 0 1000000 2.84 Nil

b) Bodies

Corp.

0 6911000 6911000 19.66 6911000 0 6911000 19.66 Nil

Sub-total

(A)(1)

0 7911000 7911000 22.50 7911000 0 7911000 22.50 Nil

(2) Foreign

Total

shareholding

of Promoter

(A) = (A)(1) +

(A)(2)

0 7911000 7911000 22.50 7911000 0 7911000 22.50 Nil

B. Public

Shareholding

1. Institutions

Sub-total

(B)(1):-

- - - - - - - - -

2. Non-

Institutions


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a) Bodies

Corp.

0 400 400 0.01 9157878 4000 9161878 26.06 26.05

b) Individuals

i) Individual

shareholders

holding

nominal share

capital upto

Rs. 1 lakh

385900 189500 575400 16.37 1975995 883000 2858995 8.13 (8.24)

ii) Individual

shareholders

holding

nominal share

capital in

excess of Rs 1

lakh

1692500 212500 1905000 54.19 12136127 1500000 13636127 38.79 (15.4)

c) Others

(specify)

i)HUF 89500 153900 243400 6.92 1460000 125000 1585000 4.51 (2.41)

ii)Clearing

Members

- - - - - - - - -

Sub-total

(B)(2):-

2167900 556300 2724200 77.50 24730000 2512000 27242000 77.50 Nil

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

2167900 556300 2724200 100.00 24730000 10423000 35153000 100.00 Nil

C. Shares

held by

Custodian for

GDRs &

ADRs

- - - - - - - - -

Grand Total

(A+B+C)

2167900 32985100 35153000 100.00 32641000 2512000 35153000 100.00 Nil

ii) Shareholding of Promoters-


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SN Shareholder’s

Name

Shareholding at the beginning of the


Share holding at the end of the


% change

in share

holding

during the

year

No. of

Shares

% of

total

Shares of

the

company

% of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of

total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total

shares

1 Vinod Kumar

Garg

10,00,000 2.84 Nil 10,00,000 2.84 Nil Nil

2. Argon Marketing

Pvt Ltd

69,11,000 19.66 Nil 69,11,000 19.66 Nil Nil

Total 79,11,000 22.50 Nil 79,11,000 22.50 Nil Nil

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

SN Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of

shares

% of total

shares of

the

company

No. of shares % of total

shares of the

company

At the beginning of the year

Date wise Increase / Decrease in Promoters

Share holding during the year specifying the

reasons for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

At the end of the year

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

SN For Each of the Top 10

Shareholders

Shareholding at the


Cumulative Shareholding during

the year

No. of

shares

% of total

shares of the

No. of shares % of total

shares of the


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company company

1. Integrated Master Securities P Ltd

At the beginning of the year(31.03.2014) 0 0 0 0

At the end of the year(31.03.2015) 1376480 3.92 1376480 3.92

2. Ajay Kumar Jivrajbhai Dankhra

At the beginning of the year(31.03.2014) 125000 3.56 125000 3.56


3. Sunitaben Sureshbhai Dankhara



4. Arvindbhai Shamjibhai Dankhara



5. Shamjibhai Karshanbhai Dankhra



6. Surinder Kaur



7. Sambhubhai Ranchhodbhai Dakharia



8. Ranchhodbhai K Dankhara



9. Rajkumar Peshumal Pamnani


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10. Chandramani Devraj Dubey

At the beginning of the year(31.03.2014) 0 0 0 0


v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and

each Key Managerial Personnel

Shareholding at the


Cumulative Shareholding

during the year

No. of

shares

% of total

shares of

the

company

No. of

shares

% of total

shares of the

company

1. Vinod Kumar Garg

At the beginning of the year 69,11,000 19.66 69,11,000 19.66

At the end of the year 69,11,000 19.66 69,11,000 19.66

During the period under review, the Company has spitted up the Face value and Paid up value from

Rs. 10 per share to Rs. 1 per share.

Note: The change in the shareholding in the above shareholders was due to buying/selling of shares by

the shareholders on various dates. The Company has not allotted any shares, issued bonus/sweat

equity during the year.

V) INDEBTEDNESS

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

Secured

Loans

excluding

deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the

financial year

i) Principal Amount - - - -


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ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the

financial year

- - - -

* Addition - - - -

* Reduction - - - -

Net Change - - - -

Indebtedness at the end of the financial

year

- - - -

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Managing

Director

Mr. Vinod

Kumar Garg,

Whole-time

Director

Manager

1 Gross salary Nil Nil NA Nil

(a) Salary as per provisions

contained in section 17(1) of the

Income-tax Act, 1961

Nil Nil NA Nil

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

Nil Nil NA Nil

(c) Profits in lieu of salary under

section 17(3) Income- tax Act, 1961

Nil Nil NA Nil

2 Stock Option Nil Nil NA Nil

3 Sweat Equity Nil Nil NA Nil


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4 Commission

- as % of profit

- others, specify…

Nil Nil NA Nil

5 Others, please specify

Nil Nil NA Nil

Total (A)

Nil Nil NA Nil

B. Remuneration to other directors:-

SN. Particulars of Remuneration Name of Directors Total

Amount

1 Independent Directors NIL NIL NIL NIL

Fee for attending board committee meetings NIL NIL NIL NIL

Commission

Others, please specify NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL

2 Other Non-Executive Directors NIL NIL NIL NIL

Fee for attending board committee meetings

Commission NIL NIL NIL NIL

Others, please specify NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL

Total (B)=(1+2)

Total Managerial

Remuneration

NIL NIL NIL NIL

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

1 Gross salary N.A. 20000 N.A. 20000


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(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

N.A. Nil N.A. Nil

(b) Value of perquisites u/s 17(2) Income-

tax Act, 1961

N.A. Nil N.A. Nil

(c) Profits in lieu of salary under section

17(3) Income-tax Act, 1961

N.A. Nil N.A. Nil

2 Stock Option N.A. Nil N.A. Nil

3 Sweat Equity N.A. Nil N.A. Nil

4 Commission N.A. Nil N.A. Nil

- as % of profit N.A. Nil N.A. Nil

others, specify… N.A. Nil N.A. Nil

5 Others, please specify N.A. Nil N.A. Nil

Total N.A. 20000 N.A. 20000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT





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SECRETARIAL AUDIT REPORT

[For the Financial Year ended on 31st March, 2015]

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

_____________________________________________________________________________________

To,

The Members,

Classic Global Finance & Capital Limited

Office No. 8 IInd Floor, Sodhi Complex,

Miller Ganj, opp. Ramgarhia School

Ludhiana, Punjab-141003

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Classic Global Finance & Capital Limited (hereinafter called

the 'Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby

report that in our opinion, the Company has, during the audit period covering the financial year ended

on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company

has proper Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by Classic Global Finance & Capital Limited (the 'Company') for the financial year ended on

March 31, 2015, according to the provisions of:

1. The Companies Act, 2013 (the 'Act') and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder to the extent of

Regulation 55A;


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4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: Not

Applicable

5. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

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

Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999: Not Applicable

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:

Not Applicable

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities

issued;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: Not

Applicable

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not Applicable

6. As informed and certified by the Management of the Company, following laws are specifically applicable

to the Company based on their sector/ industry.

i) Reserve Bank of India Act, 1934 and any rules and regulations made thereunder including any

guidelines, circulars, notifications issued by the Reserve Bank of India.

We have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India: Not Applicable for the

financial year 2014-15;

(ii) The Listing Agreements entered into by the Company with the BSE Ltd, Delhi Stock Exchange Ltd and

Ludhiana Stock Exchange Ltd.


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During the period under review, the Company has generally complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 read with

rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of

appointment of Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary;

2. The Company has not complied with the provisions of Section 138 of the Companies Act, 2013 read with

rule 13 of the Companies (Accounts) Rules, 2014 in respect of appointment of Internal Auditor;

3. There were few instances where company has given late intimation to the Stock Exchanges in respect of

declaration of quarterly, half yearly and yearly financial results, reconciliation of share capital audit

reports pursuant to SEBI Circular No – D&CC/FITTC/CIR – 16/2002 dated 31st

March, 2014 read with

Regulation 55A of the SEBI (Depositories and Participants) Regulation, 1996, disclosures pertaining to

shareholding pattern pursuant to the provision of clause 35 of the Equity Listing Agreement and

Compliance Certificates under Clause 47(C) of the Equity Listing Agreement of Stock Exchanges;

4. The management of the Company has reported and certified that the Company has obtained requisite

approvals for grant of loans and advances to any party and complied with the provisions of Section 186 of

the Companies Act, 2013 and any other applicable laws. However company could not produce necessary

records during the audit process.

5. The management of the company has reported and certified that the Company has complied with the

provisions of Reserve of Bank of India Act, 1934 and any rules and regulations made thereunder including

any guidelines, circulars, notifications etc issued by the Reserve Bank of India with respect to Non Banking

Finance Companies. However company could not produce necessary records during the audit process.

We further report that –

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under review were carried out in compliance with the

provisions of the Act.

Adequate notices is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent in advance and a system exists for seeking and obtaining further information and

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

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the

minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.


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We further report that there are adequate systems and processes in the Company commensurate with

the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

We further report that during the audit period, the Company has not performed any specific events /

actions that having a major bearing on the Company’s affairs in pursuance of the above referred laws,

rules, regulations, guidelines, standards, etc.

For K.K. MISHRA & ASSOCIATES

Company Secretaries

01st September, 2015

New Delhi

Prashant Kumar

Partner

Membership No: A32345 | C.P. No: 11888

Note: This report is to be read with our letter of even date which is annexed as Annexure-A, which forms

an integral part of this report.


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ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT

To,

The Members,

Classic Global Finance & Capital Limited

Office No. 8 IInd Floor, Sodhi Complex,

Miller Ganj, opp. Ramgarhia School

Ludhiana, Punjab-141003

Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the secretarial records. The verification was done on the random

test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes

and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of

the Company;

4. Wherever required, we have obtained the Management representation about the compliance of laws,

rules and regulations and happening of events etc.;

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is

the responsibility of Management. Our examination was limited to the verification of procedures on

random test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For K.K. MISHRA & ASSOCIATES

Company Secretaries

01st September, 2015

New Delhi

Prashant Kumar

Partner

Membership No: A32345 | C.P. No: 11888


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INDEPENDENT AUDITORS’ REPORT

TO, THE MEMBERS M/S CLASSIC GLOBAL FINANCE & CAPITAL LTD

Report on the Financial Statements

We have audited the accompanying financial statements of CLASSIC GLOBAL FINANCE & CAPITAL LTD

(CIN: L65921PB1995PLC015573) (“the company”),which comprise the Balance Sheet as at 31 March

2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a

summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act,

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

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

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

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

responsibility also includes the maintenance of adequate accounting records in accordance with the

provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of internal financial control, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditor’s Responsibility

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

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

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

under.

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

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

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audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

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

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

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

error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company’s preparation of the financial statements that give true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates made

by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

Opinion

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

aforesaid financial statements, give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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

Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give

in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the

extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books.

c) Company does not have any branch office accordingly reports on the accounts of the branch offices

of the Company audited under Section 143(8) of the Act are not applicable.


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

Report are in agreement with the books of account.

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

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

f) On the basis of written representations received from the directors as on 31 March, 2015, taken on

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

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

M/s Sanjay Chirania & Associates

Chartered Accountants

Sd/-

CA. Ruchi Lakhotia

Partner

M No. 302232

FRN: 325710E

Place: Kolkata Date: 30.05.2015


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CLASSIC GLOBAL FINANCE & CAPITAL LTD

Annexure to the Auditors’ Report Companies (Auditor’s Report) Order, 2015 (“the Order”)

The Annexure referred to in our report to the members of CLASSIC GLOBAL FINANCE & CAPITAL LTD for

the year Ended on 31st March 2015. We report that:

1. (a) Company is maintaining proper records showing full particulars, including quantitative details and

situation of fixed assets;

(b) As explained to us, the management has physically verified the fixed assets during the year and there

is a regular programme of verification which, in our opinion, is reasonable having regards to the size of

the company and the nature of the assets. No discrepancies were noticed on such verification.

2. (a) Company does not have any inventory at the end of the year.

(b) In view of our comment in paragraph (a) above, clause (ii) (a) (b) and (c) of paragraph 2 of the

aforesaid order are not applicable to the company.

3. (a) Company has not granted any loans, secured or unsecured to companies, firms or other parties

covered in the register maintained under section 189 of the Companies Act.

(b) in view of our comment in paragraph (a) above, clause (iii) (a) and (b) of paragraph 3 of the

aforesaid order are not applicable to the company.

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

control systems 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 services. During the course of our

audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. Company has not accepted deposits from public. Hence provisions of sections 73 to 76 or any other

relevant provisions of the Companies Act and the rules framed there under, do not apply to this company.

6. The Central Government has not prescribed the maintenance of cost records under sub-section (1) of

section 148 of the Companies Act for any of the products manufactured/services rendered by the

Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, amounts deducted/accrued in the books of account in respect of undisputed

statutory dues have been regularly deposited during the year by the Company with the appropriate

authorities. As explained to us, the Company did not have any dues on account of Wealth tax, Sales tax,

Excise Duty, Cess, Employees’ State Insurance and Investor Education and Protection Fund.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect

of Income Tax and other material statutory dues were in arrears as at 31 March 2015 for a period of more

than six months from the date they became payable.


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(c) According to the records of the Company, there were no amounts which were required to be transferred to investor education and protection fund. Therefore, the provision of clause 3 (viii) (c) of the Companies (Auditor’s Report) Order, 2015 are not applicable to the Company.

8. The company has accumulated losses at the end of the financial year and which is less than fifty per cent

of its net worth. The company has not incurred cash losses in such financial year and in the immediately preceding financial year.

9. In our opinion and according to the information and explanation given to us, the company has not take any loan from financial institution and bank hence clause 9 of the CARO 2015 is not applicable.

10. The Company has not given any guarantee for the loans taken by others from bank & financial Institutions.

11. In Our Opinion and according to the information and explanations given to us, company does not have any term loans.

12. Based upon the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

M/s Sanjay Chirania & Associates Chartered Accountants

Sd/-

CA. Ruchi Lakhotia

Partner

M No. 302232

FRN: 325710E

Place: Kolkata Date: 30.05.2015


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Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, opp. Ramgarhia School, Ludhiana, Punjab - 141003

CIN: L65921PB1995PLC015573

Balance Sheet as at 31st March, 2015

(Amount in Rs)

Particulars Note

No.

Current Year

2015 Previous Year

2014

I. EQUITY AND LIABILITIES

(1) SHAREHOLDER'S FUNDS

(a) Share Capital 1 35,153,000.00 35,153,000.00

(b) Reserves and Surplus

2 (9,084,709.09) (9,633,211.66)

(c) Money received against share warrants

- -

(2) SHARE APPLICATION MONEY PENDING ALLOTMENT

-

-

(3) NON-CURRENT LIABILITIES

(a) Long-term borrowings

3

-

(b) Deferred tax liabilities (Net)

4

-

(c) Other Long term liabilities

5

-

(d) Long term provisions

6

-

-

-

(4) CURRENT LIABILITIES

(a) Short-term borrowings

7 13,830,000.00

13,735,000.00

(b) Trade payables

8 1,300,840.00

165,780.00

(c) Other current liabilities

9 1,802,045.00

989,665.00

(d) Short-term provisions

10 464,801.50 17,397,686.50 265,464.50

TOTAL

43,465,977.42 40,675,697.84

II. ASSETS

(1) NON-CURRENT ASSETS

(a) Fixed Assets

(i) Tangible assets

11 142,372.56

Less; Depreciation 86,368.75 Net Block 56,003.82 56,003.82 142,372.56


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(ii) Intangible assets

- -

(iii) Capital work-in-progress

-

-

(iv) Intangible assets under development

-

-

(b) Non-current investments

12 12,500,000.00

7,500,000.00

(c) Deferred tax assets (net)

13 21,593.00

13,513.00

(d) Long term loans and advances

14 5,000,000.00

5,000,000.00

(e) Other non-current assets

15 777,825.00 18,299,418.00 844,116.50

(2) CURRENT ASSETS

(a) Current investments

16

-

-

(b) Inventories

17

-

-

(c) Trade receivables

18 2,872,000.00

717,800.00

(d) Cash and cash equivalents

19 410,429.98

350,310.78

(e) Short-term loans and advances

20 21,353,286.42

25,678,876.80

(f) Other current assets

21 474,839.20 25,110,555.60 428,708.20

TOTAL

43,465,977.42 40,675,697.84

NOTES TO ACCOUNTS

29

Notes referred to above and notes attached there to form an integral part of the Balance Sheet.

M/s Sanjay Chirania & Associates

For and on behalf of the Board

Chartered Accountants

Classic Global Finance & Capital Ltd

Sd/-

CA. Ruchi Lakhotia

Sd/- Sd/- Partner

Vinod Kumar Garg Virender Singh Rana

M No. 302232

(Director) (Director)

FRN: 325710E

DIN: 00504829 DIN: 06782773

Place : New Delhi Date : 30.05.2015


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CLASSIC GLOBAL FINANCE & CAPITAL LTD Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, opp. Ramgarhia School, Ludhiana, Punjab - 141003

CIN: L65921PB1995PLC015573

Profit & Loss Statement for the year ended 31st March, 2015

(Amount in Rs.)

Particulars Note No. Current Year 2015

Previous Year 2014

INCOME

I. Revenue form Operation 22 13,660,719.65 4,051,193.00

II. Other Income 58,256.00 161,347.00

III. TOTAL REVENUE ( I+II) 13,718,975.65 4,212,540.00

IV.EXPENSES Cost of Materials consumed 23 10,155,654.95 256,980.00

Purchases of Stock in Trade - -

Changes in Inventories of Finished Goods/ WIP/ Raw Material 24 - -

Employee Benefits Expenses 25 965,978.00 1,867,820.00

Finance Cost 26 7,647.10 821.00

Depreciation & Amortisation Expenses 27 86,368.75 11,889.05

Other Expenses 28 1,695,480.28 1,857,631.00

TOTAL EXPENSES 12,911,129.08 3,995,141.05

V. PROFIT BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS & TAX

(III-IV) 807,846.57 217,398.95

VI.Exceptional Items - -

VII. PROFIT BEFORE EXTRA ORDINERY ITEM (V-VI) 807,846.57 217,398.95

VIII. Extraordinary Items - -

IX. Profit before Tax (VII-VIII) 807,846.57 217,398.95

X. Tax Expense: Current Tax 267,424.00 63,076.00

Deferred Tax Liability/(Asset) (8,080.00) (4,100.00)

XI. PROFIT/(LOSS) FROM THE OPERATION

(IX-X) 548,502.57 158,422.95

DISCONTINUING OPERATIONS


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XII.Profit(Loss) from the Discontinuing Operations.(Before Tax)

-

-

XII. Tax Expenses of Discontinuing Operation -

-

XIV.Profit(Loss) balance transferred to Balance Sheet (XII-XIII)

-

-

XV. Profit( Loss) for the Period (XI+XIV) 548,502.57 158,422.95

EARNING PER SHARE Basic 0.016 0.045

Diluted 0.016 0.005

M/s Sanjay Chirania & Associates For and on behalf of the Board Chartered Accountants Classic Global Finance & Capital Ltd

Sd/- Sd/-

Sd/-

CA. Ruchi Lakhotia Vinod Kumar Garg Virender Singh Rana

Partner (Director) (Director)

M No. 302232 DIN: 00504829 DIN: 06782773

FRN: 325710E

Place : New Delhi Date : 30.05.2015


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Office No. 8 IInd Floor, Sodhi Complex, Miller Ganj, opp. Ramgarhia School, Ludhiana, Punjab - 141003

CIN: L65921PB1995PLC015573 Notes forming part of the financial statements

Note 1

Share capital

Particulars

As at 31 March, 2015 As at 31 March, 2014

Number of shares Amount (`)

Number of shares Amount (`)

(a) Authorised

Equity shares of Re 1/- each (P.Y. Equity shares of Rs 10/- each) with voting rights*

40,000,000 40,000,000.00

4,000,000

40,000,000.00

(b) Issued

Equity shares of Re 1/- each (P.Y. Equity shares of Rs 10/- each) with voting rights*

35,153,000

35,153,000.00

3,515,300

35,153,000.00

(c) Subscribed and fully paid up

Equity shares of Re 1/- each (P.Y. Equity shares of Rs 10/-

each) with voting rights* 35,153,000

35,153,000.00

3,515,300

35,153,000.00

Total

35,153,000

35,153,000.00

3,515,300

35,153,000.00


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* Company has sub-divided the face value of equity shares from Rs. 10/- to Re 1/- per share as per the provision of Companies Act, 2013

Note 1A

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period

Particulars Opening Balance Fresh issue Bonus ESOP Conversion Buy back Other

changes (as per details)

Closing Balance

Equity shares with voting rights

Year ended 31 March, 2014

- Number of shares 3,515,300 -

- - - - - 3,515,300

- Amount (Rs) 35,153,000.00

Documents

Classic Global Finance and Capital Limited · Miller Ganj, Opp. Ramgarhia School, Ludhiana - 141003 Website: Email:[email protected] REGISTER AND TRANSFER AGENT MAS Services