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Kailash Auto Finance Ltd.

BSE: 511357 Sector: Financials
NSE: N.A. ISIN Code: INE410O01022
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VOLUME 23541
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Buy Price 0.00
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OPEN 0.64
CLOSE 0.65
VOLUME 23541
52-Week high 0.64
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.64
Sell Qty 148044.00

Kailash Auto Finance Ltd. (KAILASHAUTOFIN) - Director Report

Company director report

Dear Members

Your Directors’ are pleased to present the Thirtieth Annual Report and theCompany’s audited financial statement for the financial year ended 31st March 2015.

The Financial Results of the company are summarized below:

FINANCIAL RESULTS

(Rs.in Lakhs)
PARTICULARS Year ended 2014-2015 Year ended 2013-2014
Total Income 5925.50 2574.91
Total Expenditure 5647.15 2442.60
Profit before Taxation 278.35 132.31
Tax Expense 94.54 37.31
Profit for the Period 178.60 83.53
Brought forward from previous year (382.89) (466.41)
Surplus Carried to Balance Sheet (204.29) (382.89)

RESULTS OF OPERATION AND THE STATE OF COMPANY’S AFFAIRS

The company’s Total Income has increased from Rs. 2574.91 Lakhs to Rs. 5925.50Lakhs. Its Profit after Tax has also increased from Rs 83.53 Lakhs to Rs 178.60 Lakhs.

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

DIVIDEND

With a view to conserve the resources and to infuse the same in the Business for futureneeds & strengthening the financial position of the company the Directors regrettheir inability to propose any Dividend for the year under review.

TRANSFER OF RESERVES

Your Company has not made any transfer in reserves & an amount of (Rs. 204.29)Lakhs is retained in the Profit & Loss Account.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presentedin a separate section forming part of this Annual Report as an Annexure 1.

SHARE CAPITAL

Your company have not raised any money by issuing Equity Share of the Company duringthe Financial Year 2014-2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators/Courts/Tribunals whichimpact the Going Concern status and Company’s operation in future.

RELATED PARTY TRANSACTION

During the Financial Year 2014-2015 your Company’s transaction with the RelatedParties as defined under the Companies Act 2013 rules framed there under and revisedclause 49 of the Listing Agreement with the Stock Exchange were in the ‘Ordinarycourse of business’ and ‘at arm’s length’ basis. Your Company did nothave any Related Party Transaction which requires prior approval of the shareholders.Necessary disclosures required under the Accounting Standard (AS-18) have been made in theNotes to Financial Statements.

RISK MANAGEMENT

The objective of risk management is to balance the trade off between risk and returnand ensure optimum risk adjusted return on capital. The Risk Management Policies relatedto Procurement Debtors Financing and Investments are in place and properly documentedand reviewed continuously. The processes have been laid down to oversee the implementationof the policies and continuous monitoring of the same.

Our Board level Committees viz. Audit Committee oversee risk management policies andprocedures. It reviews the credit and operational risks reviews policies in relation toinvestment strategy and other risks like interest rate risk compliance risk and liquidityrisk.

DIRECTORS’ RESPONSIBILITY STATEMENT

Accordingly pursuant to the requirements under Section 134(3) (c) and 134 (5) of theCompanies Act 2013 with respect to the Directors’ Responsibility Statement it ishereby confirmed:

i. In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed and no material departureshave been made from the same;

ii. Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review;

iii. Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. Directors have prepared the annual accounts for the financial year ended 31stMarch 2015 on a ‘going concern’ basis;

v. Directors have laid down internal financial controls which has been followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi. Directors have devised proper system to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively;

REPORT ON CORPORATE GOVERNANCE

Your company is committed to maintain the highest standard of Corporate Governance.Your company has complied with the Corporate Governance requirements as per Clause 49 ofthe Listing Agreement with the Stock Exchange.

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report as an Annexure 2.

INTERNAL CONTROL

The Company’s internal audit system are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operation through adherence to the company’s policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

Details of internal controls system are given in Management Discussion and AnalysisReport which forms part of the Director’s Report.

DETAILS OF SUBSIDIARIES ASSOCIATES COMPANY

Your Company doesn’t have any Subsidiary Company or Associate Company.

BOARD AND COMMITTEE MEETING

A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Ten Board Meetings and One Annual General Meeting were convenedand held during the year.

There are 3 Board Committees as on 31st March 2015 viz. Audit Committee Nomination andRemuneration Committee and Stakeholders’ Relationship Committee.

Our Audit Committee with Mr. Babalu Prasad Keshari Mr. Deepak Kunjbihari Dave Mr.Dipan Patel Jesingbhai as members. There have not been any instances during the year whenrecommendation of the Audit Committee was not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Agreement.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition an redressal of Sexual Harassment at the workplace inline with the provisions of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under the Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The company has not received any complaint of sexual harassment during the FinancialYear 2014-2015

DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year Mr. Asamanja Deb & Mr. Kailashchand Gupta ceased to be theDirector of the company and Mr. Probir Kumar & Ms. Vanita Mansukh Parmar has beenappointed during the year. Ms. Anchal Gupta has resigned & in her place Ms. VidishaGehani was appointed as a Company Secretary.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The following policies of the Company are attached herewith marked as Annexure 3:

Nomination & Remuneration Policy for Directors Key Managerial Personnel and otheremployees.

AUDITORS AND AUDITOR’S REPORT

Mr Anil Agrawal Chartered Accountants (Membership No.-079054) Statutory Auditors ofthe Company hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for reappointment.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board of Director has appointed M/s Amit Jain & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2014-15. The SecretarialAudit Report for the financial year ended 31st March 2015 is annexed herewith marked asAnnexure 4 to this Report.

INTERNAL AUDITOR

In terms of provision of Section 138 of the Act M/s R N A & Associates CharteredAccountant (Firm Registration No.-136734W Membership No-148529) were appointed asInternal Auditor for the Financial Year 2014-2015. The Audit Committee in consultationwith the Internal Auditor formulates the scope functioning periodicity and methodologyfor conducting the Internal Audit.

PUBLIC DEPOSITS

During the financial year 2014-15 your Company has not accepted any deposit within theapplicable sections of the Companies Act 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and adopted Whistle Blower Policy incompliance with the provisions of Section 177 of Companies Act 2013 and Clause 49 of theListing Agreement. The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising senior management of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee.

The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the website ofthe company.

NOMINATION AND REMUNERATION POLICY

The Board has Nomination and Remuneration Policy recommended by Nomination andRemuneration Committee in terms of provisions of Section 178 of the Companies Act 2013and Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

a) Particulars of Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy and technology absorption are notapplicable to the company. However efforts are being made to conserve and optimize theuse of energy wherever possible.

b) Foreign Exchange Earnings and Outgo

During the year under review your company has neither earned nor spent any foreignexchange.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT. 9 of the Company is annexed herewith as Annexure5 to this Report.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee during the financial year 2014-2015 in respect of whominformation is required to be given pursuant to the provisions of Section 197(12) of theAct read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The company has not issued/allotted any shares during the year under review pursuantto the provisions of Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 erstwhile Securities and Exchange Board of India (EmployeesStock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and as perSection 62(1) (b) of the Companies Act 2013 read with Rule 12(9) of the Companies (ShareCapital and Debentures) Rules 2014.

CORPORATE SOCIAL RESPOSIBILITY

The provisions of Section 135 of the Companies Act 2013 is not applicable to theCompany.

GENERAL DISCLOSURE

Your Director’s wants to disclose that Income Tax Department has done a surveydated 16th May 2015 at the registered office of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany’s executives staff and workers.

For and on behalf of the Board of Directors
Place: Mumbai Babalu Prasad Keshari
Date: 30th May 2015 Managing Director

ANNEXURE - 3

NOMINATION & REMUNERATION POLICY

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement. The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

d) To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company’soperations.

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

f) To devise a policy on Board diversity

g) To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

a) "Act" means the Companies Act 2013 and Rules framed there under asamended from time to time.

b) "Board" means Board of Directors of the Company.

c) "Directors" mean Directors of the Company.

d) "Key Managerial Personnel" means

i. Chief Executive Officer or the Managing Director or the Manager;

ii. Whole-time director;

iii. Chief Financial Officer;

iv. Company Secretary; and

v. Such other officer as may be prescribed.

e) "Senior Management" means personnel of the company who are members ofits core management team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

a) Matters to be dealt with perused and recommended to the Board by the Nomination andRemuneration Committee

The Committee shall:

i. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

ii. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

iii. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

b) Policy for appointment and removal of Director KMP and Senior Management

i. Appointment criteria and qualifications

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.

• A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

ii. Term / Tenure

• Managing Director/Whole-time Director: The Company shall appoint or re-appointany person as its Executive Chairman Managing Director or Whole Time Director for a termnot exceeding five years at a time. No reappointment shall be made earlier than one yearbefore the expiry of term.

• Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board’s report. No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.However if a person who has already served as an Independent Director for 5 years or morein the Company as on 1st October 2014 or such other date as may be determinedby the Committee as per regulatory requirement; he/ she shall be eligible for appointmentf or one more term of 5 years only. At the time of appointment of Independent Director itshould be ensured that number of Boards on which such Independent Director serves isrestricted to seven listed companies as an Independent Director and three listed companiesas an Independent Director in case such person is serving as a Whole-time Director of alisted company or such other number as may be prescribed under the Act.

iii. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

iv. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

v. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

c) Policy relating to the Remuneration for the Director KMP and Senior ManagementPersonnel

i. General:

• The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board f or approval. The remuneration / compensation / commission etc. shall besubject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever required.

• The remuneration and commission to be paid to the Whole-time Director KMP andSenior Management Personnel shall be in accordance with the percentage / slabs /conditions laid down in the Articles of Association of the Company and as per theprovisions of the Act.

• Increments to the existing remuneration/ compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director KMP and Senior Management Personnel.

• Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

ii. Remuneration to Director KMP and Senior Management Personnel:

Fixed pay:

The Director KMP and Senior Management Personnel shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee. Thebreakup of the pay scale and quantum of perquisites including employer’scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Director KMP and Senior Management Personnel inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

Provisions for excess remuneration:

If any Director KMP and Senior Management Personnel draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

iii. Remuneration to Non- Executive / Independent Director:

• Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Act.

• Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rupees One Lac per meeting of the Board or Committee or such amount asmay be prescribed by the Central Government from time to time.

• Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

• Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

a) The Committee shall consist of a minimum 3 directors majority of them beingindependent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

5. CHAIRPERSON

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

c) In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

7. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;

c) Identifying and recommending Directors who are to be put forward for retirement byrotation.

d) Determining the appropriate size diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

f) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

g) Evaluating the performance of the Board members and Senior Management in the contextof the Company’s performance from business and compliance perspective;

h) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

j) Recommend any necessary changes to the Board; and

k) Considering any other matters as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate.

b) to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of theCommittee.

d) to consider any other matters as may be requested by the Board.

e) Professional indemnity and liability insurance for Directors and senior management.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

ANNEXURE - 4

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st Day of March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

M/s Kailash Auto Finance Limited

We have conducted the Secretarial Audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by M/s Kailash AutoFinance Limited (CIN: L65921UP1984PLC006829) (hereinafter called "theCompany"). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of books papers minute books forms and returns filed andother records maintained by the Company and also the information provided by the Companyits officers and authorized representatives during the conduct of Secretarial Auditwe hereby report that in our opinion the Company has during the audit period covering thefinancial year ended 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended 31st March 2015 accordingto the provisions of:

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

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

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4. The following Regulations (as amended from time to time) and Guidelinesprescribed under the Securities and Exchange Board of India Act 1992:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Sharesand 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 DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993;

5. Foreign Exchange Management Act 1999 and the Rules and Regulations (Notapplicable to the Company during the Audit Period).

6. Other laws applicable to the company as per representation made by the company.We have also examined compliance with the applicable clauses of the following:

i. The Listing Agreements entered into by the Company with BSE.

ii. Secretarial Standards issued by The Institute of Company Secretaries of India: NotYet Notified

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above. Subject to thefollowing observations:

1. That the Company has failed to file MGT-14 required to be filed on thefollowing occasions as per the provisions of the Act and Rules made thereunder.

Disclosure of Directors Interest in its first board meeting of the financialyear

Adoption of audited financial result for the financial year ended 31stMarch 2014

Special resolution passed at the general meeting of the company for adoptionof new set of Article of Association of the company.

2. Few Forms were filed by the Company during the year under review withthe Registrar of Companies in compliance with the provisions of the Act but withadditional fees. The same is reported as compliance by reference of payment of additionalfees

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and a Woman Director.

Adequate Notice is given to all Directors to schedule the Board Meetings. Agenda anddetailed Notes on Agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured as and when required and are recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines as also represented by themanagement.

We further report that the compliance by the Company for the applicable FinancialLaws like Direct Taxes Indirect Taxes and the compliance of the Accounting Standardshalf-yearly financial results under Clause 41 of the Listing Agreement and the annualfinancial statements Cost Records/Cost Audit is not applicable to the company. Thisreport is to be read with our letter of even date which is annexed as Annexure A andforms an integral part of this report.

For Amit Jain & Associates
Practicing Company Secretary
Amit Jain
Proprietor
Membership No-35596
Firm Registration No-13254
Date: 30th May 2015

‘Annexure A’

To

The Members

M/s Kailash Auto Finance Limited

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 thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Amit Jain & Associates
Practicing Company Secretary
Amit Jain
Proprietor
Membership No-35596
Firm Registration No-13254
Date: 30th May 2015