bharat nidhi limited - invidevsecure-file-server.invidev.com/uploads/file_products/file... · 2017....

BHARAT NIDHI LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORS Mr. B. Chintamani RaoMr. Vijay BhushanMr. Mukesh GuptaMr. Nityanand SinghMr. Punit JainMr. Ashok TalwarMs. Amita Gola

COMPANY SECRETARY Ms. Divya Kohli

BANKERS HDFC BankPunjab National Bank

AUDITORS M/s Surendra Subhash & Co.Chartered Accountants

SHARE REGISTRARS Skyline Financial Services Pvt. Ltd.

REGISTERED OFFICE IInd Floor, 9-10, Express Building,Bahadurshah Zafar Marg, New Delhi - 110 002

INDEXContents Page No.

Notice 1-10

Directors’ Report 11-13

Corporate Governance Report 14-20

Management Discussion & Analysis Report 21-22

Auditors’ Report on Corporate Governance 23

Auditors’ Report 24-27

Balance Sheet 28

Statement of Profit & Loss 29

Cash Flow Statement 30-31

Notes to Financial Statements 32-46

Particulars as per Non-Banking Financial (Non-Deposit Accepting or 47-48Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007


1Annual Report 2013 - 2014

NOTICE

Notice is hereby given that the 71st (Seventy First) Annual General Meeting of the Shareholders of the Company willbe held on Friday, September 26, 2014 at 11:30 A.M. at Shri Purushottam Hindi Bhawan, 11, Vishnu DigambarMarg, New Delhi-110 002, to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company as at 31st March, 2014 andthe Report of the Board of Directors and the Auditors thereon.

2. To declare Dividend on Equity Shares of the Company.

3. To appoint a Director in place of Mr. Ashok Talwar (DIN 00004059), who retires by rotation and, being eligible,offers himself for reappointment.

4. To appoint a Director in place of Mr. Punit Jain (DIN 00004327), who retires by rotation and, being eligible,offers himself for reappointment.

5. To appoint Statutory Auditors to hold the office from the conclusion of this Meeting until the conclusion of thenext 72nd Annual General Meeting and to fix their remuneration.

M/s. Surendra Subhash & Co., the retiring Statutory Auditors of the Company are eligible and willing forreappointment.

AS SPECIAL BUSINESS:

6. To appoint Ms. Amita Gola (DIN:01088321) as an Independent Director and in this regard to consider and ifthought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement, Ms. Amita Gola (DIN: 01088321), who wasappointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013and the Articles of Association of the Company and who holds office up to the date of this Annual GeneralMeeting and in respect of whom the Company has received a notice in writing under Section 160 of theCompanies Act, 2013 from a member proposing her candidature for the office of Director, be and is herebyappointed as an Independent Director of the Company to hold the office for a period of 5 (five) consecutiveyears effective from April 25, 2014 upto April 24, 2019, not liable to retire by rotation subject to earlierdetermination by the Board of Directors or by Ms. Amita Gola, as the case may be ."

7. To appoint Mr. Vijay Bhushan (DIN: 00002421) as an Independent Director and in this regard to consider andif thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV of the CompaniesAct, 2013 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointmentand Qualification of Directors) Rules, 2014, Mr. Vijay Bhushan (DIN 00002421), Director of the Companywhose period of office is liable to determination by retirement of directors by rotation and in respect of whomthe Company has received a notice in writing from a Member proposing his candidature for the office of Director,be and is hereby appointed as an Independent Director of the Company to hold the office for a period of 5 (five)consecutive years effective from September 26, 2014 upto September 25, 2019, not liable to retire by rotation,subject to earlier determination by the Board of Directors or by Mr. Vijay Bhushan, as the case may be."

8. To appoint Mr. B. Chintamani Rao (DIN:01817092) as an Independent Director and in this regard to considerand if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. B. Chintamani Rao (DIN: 01817092), whowas appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act,2013 and the Articles of Association of the Company and who holds office up to the date of this Annual GeneralMeeting and in respect of whom the Company has received a notice in writing under Section 160 of theCompanies Act, 2013 from a member proposing his candidature for the office of Director, be and is herebyappointed as an Independent Director of the Company to hold the office for a period of 5 (five) consecutiveyears effective from August 6, 2014 upto August 5, 2019, not liable to retire by rotation, subject to earlierdetermination by the Board of Directors or by Mr. B. Chintamani Rao, as the case may be ."



9. To appoint Mr. Mukesh Gupta (DIN: 06937352) as an Independent Director and in this regard to consider andif thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. Mukesh Gupta (DIN: 06937352) who wasappointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013and the Articles of Association of the Company and who holds office up to the date of this Annual GeneralMeeting and in respect of whom the Company has received a notice in writing under Section 160 of theCompanies Act, 2013 from a member proposing his candidature for the office of Director, be and is herebyappointed as an Independent Director of the Company to hold the office for a period of 5 (five) consecutiveyears effective from August 6, 2014 upto August 5, 2019, not liable to retire by rotation, subject to earlierdetermination by the Board of Directors or by Mr. Mukesh Gupta, as the case may be .”

10. To approve the appointment of Ms. Divya Kohli as Manager of the Company and in this regard to consider andif thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT in pursuance to the provisions of Section 196, 197, 203, Schedule V and any other applicableprovisions, of the Companies Act, 2013 (the Act) or any amendment or modification thereof and subject to theapproval of Ministry of Corporate Affairs, Government of India, if required the Company hereby approves theappointment of Ms. Divya Kohli, as 'Manager' of the Company for a period of 3 (three) years effective 29thJuly, 2014 till 28th July, 2017 on the following terms and conditions:

Remuneration: (Amount in ` p.a.)

Basic Salary 1,62,000

House Rent Allowance 81,000

Special Allowance 27,180

Conveyance Reimbursement 36,000

Transport Allowance 9,600

Medical Reimbursement 15,000

Leave Travel Assistance 30,000

Retirement Benefits 27228

Miscellaneous:

Other benefits, terms and conditions shall be as per the Policy of the Company and/or as decided by the Boardof Directors from time to time.

"RESOLVED FURTHER THAT the Board of Directors, which term shall include Committee(s) of the Board, beand is hereby authorized to alter and vary from time to time during the tenure of appointment of Ms. DivyaKohli, the terms and conditions and/or Remuneration in such manner as in the best interest of the Company, inaccordance with the laws from time to time in force and acceptable to Ms. Divya Kohli, provided that theRemuneration after such alteration shall not exceed the limits prescribed under Schedule V of the CompaniesAct, 2013."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts anddeeds as the case may be necessary, expedient or desirable, in order to give effect to this Resolution orotherwise as considered by the Board to be in the best interest of the Company."

By Order of the Board

for Bharat Nidhi Limited

Place : New Delhi Divya Kohli

Date : August 14, 2014 Company Secretary

ACS 26560



NOTES:1. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be

transacted at the Meeting is annexed hereto.2. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section

170 of the Companies Act, 2013, shall be kept open for inspection at the Registered Office of the Company atthe time of Annual General Meeting of the Company.

3. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 ofthe Companies Act, 2013, shall be kept open for inspection at the Registered Office of the Company at the timeof Annual General Meeting of the Company.

4. Proxy:A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OFTHE COMPANY. The proxies, in order to be effective, must be duly filled, signed, stamped and deposited atthe Registered Office of the Company not later than 48 hours before the commencement of the Meeting. Ablank proxy form is annexed to the Annual Report.A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not morethan ten percent of the share capital of the Company carrying voting rights. A member holding more than tenpercent of the total share capital of the Company carrying voting rights may appoint a single person as proxyand such person shall not act as proxy for any other person or shareholder.During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending withthe conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during thebusiness hours of the Company, provided that not less than three days of notice in writing is given to the Company.Members / proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

5. Corporate members intending to send their authorized representatives to attend the Meeting are requested tosend to the Company a certified copy of the Board Resolution authorising their representative to attend andvote on their behalf at the Meeting.

6. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.Copies of the Annual Report will not be distributed at the Meeting.

7. Members who have not registered their e-mail addresses so far are requested to register their e-mail addressfor receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

8. Book Closure:The Register of Members and Share Transfer Register of the Company will remain closed from Saturday, 20thday of September, 2014 to Friday, 26th day of September, 2014 (both days inclusive) for the purpose ofpayment of the final dividend for the financial year ended March 31, 2014 and the AGM.

9. Payment of Dividend:(a) The Dividend for the year ended 31st March, 2014 as recommended by the Board, if approved at the

ensuing Annual General Meeting, will be paid to those Shareholders, whose names appear on theCompany's Register of Members as on Friday, 26th of September, 2014 in respect of physical shares.The dividend, in respect of the shares held in dematerialized form, will be paid to members whose namesare furnished by National Securities Depository Limited and Central Depository Services (India) Limitedas beneficial owners at the close of business hours on 19th day of September, 2014

(b) Members whose shareholding is in the electronic mode are requested to direct change of addressnotifications and updates of savings bank account details to their respective Depository Participant(s).Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.

(c) The Company has already transferred the unclaimed amount of the Dividends upto the financial yearended 31st March, 2006 to the General Revenue Account/ Investor Education & Protection Fund (IEPFund) established by the Central Government as per the provisions of Section 205A & 205C of theCompanies Act, 1956 (the Act).

(d) Pursuant to Section 205C of the Companies Act, 1956, the unclaimed amount of Dividend for the FinancialYear ended 31st March, 2007 shall become due for transfer to IEP Fund by 4th November, 2014. TheShareholders who have not yet claimed their dividends for the financial year ended 31st March, 2007 aretherefore, advised to claim their dividend immediately from the Company before that date, thereafter no claimshall lie against the Company in respect of the dividend related to the financial year ended 31st March, 2007.

10. The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DoP/ Cir-05/2009 and MRD/DoP/SE/RTA/Cir-03/2010 dated May 20, 2009 and January 01, 2010 respectively has made Income Tax



Permanent Account Number (PAN) mandatory for all securities market transactions in physical form i.e. fortransfer/ transmission/ transposition etc. It shall be mandatory for the transferee(s) to furnish copy of PAN cardto the Company/ RTAs for registration of such transfer of shares.

11. The Shares of your Company are traded in Electronic mode only. Members, who still hold the shares of theCompany in physical form, are advised to contact their Depository Participant (DP) for dematerialization oftheir holding, to avail the various advantages offered by the Depository System. The Company's ISIN No. isINE 286F01016.

12. As per the provisions of Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, Members stillholding shares in physical form can avail of the Nomination Facility by sending duly filled Form SH 13 (induplicate) to the Company. In case of Shares held in Electronic Form, the nomination has to be lodged withyour Depository Participant (DP) directly.

13. Voting through electronic meansIn compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement entered into withDelhi Stock Exchange, the Company is pleased to provide Members facility to exercise their right to vote at the71st Annual General Meeting (AGM) by electronic means and the business may be transacted throughe-Voting Services provided by Central Depository Services (India) Limited (CDSL):

The instructions for e-voting are as under:

Login to E-Voting Website(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now, select the Electronic Voting Sequence Number - "EVSN" along with "BHARAT NIDHI LIMITED"from the drop down menu and click on "SUBMIT"

(iv) Login with the following details in the appropriate boxes:

a. For Members holding shares in Demat Form

User ID - 16 digits Beneficial Owner ID/DP ID Followed by Client ID.

Password - PAN/Date of Birth/ Date of Incorporation However, the members who have been allottedtheir password earlier by CDSL and have changed it, may use the same. In case they do not remembersuch password, they may go to the option "Forget Password" and proceed.

b. For Members holding shares in Physical Form

User ID - Registered Folio Number of the member with the Company.

Password - PAN/Date of Birth/ Date of Incorporation

Process of Electronic Votinga. After logging in the details of "User ID" & “Password”, the members holding shares in physical form and

Members holding shares in Demat Form (who had changed their Password in the past) will reach directlyto the voting screen.

b. Members holding shares in physical form will then reach directly to EVSN selection screen. However,members holding shares in demat form will now reach 'Password Creation' menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is tobe also used by the demat holders for voting for resolutions of any other company on which they areeligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommendednot to share your password with any other person and take utmost care to keep your password confidential.

c. For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

d. Click on the relevant EVSN for Bharat Nidhi Limited on which you choose to vote.

e. On the voting page, you will see Resolution Description and against the same the option "YES/NO" forvoting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

f. Click on the "Resolutions File Link" if you wish to view the entire Resolutions.

g. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will bedisplayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL"and accordingly modify your vote.



h. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

i. You can also take out print of the voting done by you by clicking on "Click here to print" option on theVoting page.

j. If Demat account holder has forgotten the changed password then Enter the User ID and Captcha Codeclick on Forgot Password & enter the details as prompted by the system.

k. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates. After receiving the login details they haveto link the account(s) which they wish to vote on and then cast their vote. They should upload a scannedcopy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, in PDF format in the system for the scrutinizer to verify the same. A scanned copy of theRegistration Form bearing the stamp and sign of the entity should be email [email protected]

Other Instructions:

(i) The e-voting period commences on Saturday, 20th September 2014 (9.00 a.m. IST) and ends on Monday,22nd September 2014 (6.00 p.m. IST). During this period, Members of the Company, holding shares either inphysical form or in dematerialized form as on 22nd August, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Once the vote on a resolution is cast and confirmed by the Member, he shall not be allowed to change itsubsequently.

(ii) M/s. Tarun Jain and Associates, Practicing Company Secretary (Membership No. FCS 4645), has been appointedas the Scrutinizer to conduct the e-voting process in a fair and transparent manner

(iii) The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period,unblock the votes in the presence of atleast two witnesses not in the employment of the Company and submit aScrutinizer's Report of the votes cast in favour of or against, if any, forthwith to the Chairman of the Company.

(iv) The results declared alongwith the Scrutinizer's Report shall be placed on the Company's websitewww.bharatnidhi.com and on the website of CDSL www.evoting.cdsl.com within two days of the passing of theresolutions at the 71st AGM of the Company on 26th September, 2014.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email [email protected] .

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("the Act")

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanyingNotice:

Item No. 6

The Board of Directors of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013(the "Act") and the Articles of Association of the Company, had appointed Ms. Amita Gola as an Additional Directorof the Company with effect from April 25, 2014.

In terms of the provisions of Section 161(1) of the Act, Ms. Amita Gola would hold office up to the date of the ensuingAnnual General Meeting.

The Company has received notice in writing from Member alongwith the deposit of requisite amount under Section160 of the Act proposing the candidature of Ms. Amita Gola for the office of Director of the Company.

Ms. Amita Gola is not disqualified from being appointed as Director in terms of Section 164 of the Act and has givenher consent to act as Director.

As per the provisions of Section 149(1) of Act and amended Clause 49 (as revised by SEBI's vide circular dated April17, 2014) of the Listing Agreement, the Company should have atleast one Independent Woman Director. It is proposedto appoint Ms. Amita Gola as Independent Woman Director under Section 149 of the Act and amended Clause 49 ofthe Listing Agreement to hold office for 5 (five) consecutive years effective April 25, 2014 upto April 24, 2019, subjectto earlier determination by Board of Directors or Ms. Amita Gola, as the case may be.

The Company has also received declaration from Ms. Amita Gola that she meets the criteria of independence asprescribed both under Section 149 (6) of the Act and under amended Clause 49 of the Listing Agreement.



In the opinion of the Board, Ms. Amita Gola fulfill the conditions for appointment as an Independent Director asspecified in the Act and the Listing Agreement. Ms. Amita Gola is an independent of the management.

Brief resume of Ms. Amita Gola, nature of her expertise in specific functional areas and names of companies inwhich she holds directorships and memberships / chairmanships of Board Committees, shareholding and relationshipsbetween directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, areprovided as part of the Notice.

Copy of the draft Letter for appointment of Ms. Amita Gola as an Independent Director setting out the terms andconditions is available for inspection by Members at the Registered Office of the Company.

Ms. Amita Gola is interested in the Resolution set out at Item No. 6 of the Notice with regard to her appointment.

The relatives of Ms. Amita Gola may be deemed to be interested in the Resolution set out at Item No. 6 of the Notice,to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relativesare, in any way, concerned or interested, "financially or otherwise, in the Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the shareholders.

Item No. 7

Mr. Vijay Bhushan is a Non-Executive Independent Director of the Company. He joined the Board of Directors of theCompany in November, 1996. Mr. Bhushan is also a Member of the Audit Committee and Stakeholders RelationshipCommittee of the Board of Directors of the Company.

Mr. Vijay Bhushan is a director whose period of office is liable to determination by retirement of directors by rotationunder the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicableprovisions of the Companies Act, 2013, Mr. Bhushan being eligible and offering himself for appointment, is proposedto be appointed as an Independent Director for 5 (five) consecutive years effective September 26, 2014 upto September25, 2019, subject to earlier determination of the Board of Directors or Mr. Bhushan as the case may be. A notice hasbeen received from a member proposing Mr. Vijay Bhushan as a candidate for the office of Director of the Company.

In the opinion of the Board, Mr. Bhushan fulfils the conditions specified in the Companies Act, 2013 and rules madethereunder for his appointment as an Independent Director of the Company and he is independent of the management.

Brief resume of Mr. Vijay Bhushan, nature of his expertise in specific functional areas and names of companies inwhich he hold directorships and memberships / chairmanships of Board Committees, shareholding and relationshipsbetween directors inter-se as stipulated under amended Clause 49 of the Listing Agreement with the Stock Exchanges,are provided as part of the Notice.

Copy of the draft letter for appointment of Mr. Bhushan as an Independent Director setting out terms and conditionswould be available for inspection at the Registered Office of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it is desirableto continue to avail services of Mr. Bhushan as an Independent Director.

Mr. Vijay Bhushan is interested in the Resolution set out at Item No. 7 of the Notice with regard to his appointment.

The relatives of Mr. Bhushan may be deemed to be interested in the Resolution set out at Item No. 7 of the Notice,to the extent of their shareholding interest, if any, in the Company.


The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval by the shareholders.

Item No. 8 & 9

Your Company vide resolution passed through circulation and pursuant to the provisions of Section 161(1) of theCompanies Act, 2013 (the "Act") and the Articles of Association of the Company, had appointed Mr. B. ChintamaniRao (DIN 01817092) and Mr. Mukesh Gupta (DIN 06937352) as Additional Directors of the Company designated asIndependent Directors with effect from August 6, 2014.

In terms of the provisions of Section 161(1) of the Act, Mr. Chintamani Rao and Mr. Mukesh Gupta would hold officeup to the date of the ensuing Annual General Meeting.

The Company has received notices in writing from Members alongwith the deposit of requisite amount under Section160 of the Act proposing the candidature of Mr. Chintamani Rao and Mr. Mukesh Gupta for the office of Director ofthe Company.



Both the persons are not disqualified from being appointed as Directors in terms of Section 164 of the Act and hasgiven their consent to act as Directors.

It is proposed to appoint Mr. Chintamani Rao and Mr. Mukesh Gupta as Independent Directors under Section 149 ofthe Act and ammended Clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years. The Companyhas received declaration from both the persons that they meet the criteria of independence as prescribed both underSection 149 (6) of the Act and under ammended Clause 49 of the Listing Agreement.

In the opinion of the Board, Mr. Chintamani Rao and Mr. Mukesh Gupta fulfills the conditions for appointment asIndependent Directors as specified in the Act and the Listing Agreement. Both the persons are independent of themanagement.

Brief resume of Mr. Chintamani Rao and Mr. Mukesh Gupta, nature of their expertise in specific functional areas andnames of companies in which they hold directorships and memberships / chairmanships of Board Committees,shareholding and relationships between directors inter-se as stipulated under ammended Clause 49 of the ListingAgreement with the Stock Exchanges, are provided as part of the Notice.

Copy of the draft letters for appointment of Mr. Chintamani Rao and Mr. Mukesh Gupta as Independent Directorssetting out terms and conditions are available for inspection by Members at the Registered Office of the Company.

Mr. Chintamani Rao and Mr. Mukesh Gupta are interested in the Resolutions set out at Item No. 8 & 9 respectivelyof the Notice with regard to their appointment.

The relatives of Mr. Chintamani Rao and Mr. Mukesh Gupta may be deemed to be interested in the Resolution set out atItem No. 8 & 9 respectively of the Notice, to the extent of their shareholding interest, if any, in the Company.


The Board recommends the Ordinary Resolution set out at Item No. 8 & 9 of the Notice for approval by theshareholders.

Item No. 10

Your Board of Directors, pursuant to the provisions of Section 196 and 203 of the Companies Act, 2013 (the Act) andsubject to your approval, has appointed Ms. Divya Kohli, as Manager of the Company. Ms. Divya Kohli is a qualifiedCompany Secretary holding the Associate Membership of the Institute of Company Secretaries of India and havingan overall 3 years of experience in Secretarial and Corporate matters.

The Directors in compliance with the provisions of Section 196, 197, 203 and Schedule V of the Act, recommend theproposed Resolution to the Members to be passed as an Ordinary Resolution.

Ms. Divya Kohli and her relatives are interested in the Resolution set out at Item No. 10 of the Notice with regard toher appointment.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relativesis, in any way, concerned or interested, financially or otherwise, in the Resolution.

The Appointment Letter setting out the terms of appointment shall be kept for inspection by the Members during theoffice hours at the Registered Office of the Company.

The Board recommends the ordinary resolution set out at Item No. 10 of the Notice for approval by the Shareholders

By Order of the Boardfor Bharat Nidhi Limited

Place : New Delhi Divya KohliDate : August 14, 2014 Company Secretary

ACS 26560



Information about Directors recommended for reappointment at the Annual General Meeting as requiredunder ammended Clause 49 IV (G) of the Listing Agreement.

Item No. 3:

Mr. Ashok Talwar, Director

Mr. Ashok Talwar aged about 60 years and carries an extensive experience of over 29 years in accounts, finance,taxation and corporate management.

Mr. Ashok Talwar has been previously associated with Escorts Group for 9 years before joining Bennett, Colemanand Co. Limited in 1992, wherein he has been handling various finance assignments.

Mr. Ashok Talwar holds directorships in the following Companies:

S. No. Name of the Company S. No. Name of the Company

1. 21st Century Constructions Ltd. 9. Excel Publishing House Ltd.

2. Artee Viniyoga Ltd. 10. Fourth Estate Ltd.

3. Ashoka Marketing Ltd. 11. Sahu Jain Services Ltd.

4. Ashoka Viniyoga Ltd. 12. Satyam Properties & Finance Ltd.

5. Ativeer Properties Ltd. 13. Times Business Solutions Ltd.

6. Atyuttam Properties Ltd. 14. Credence Trusteeship Co. Pvt Ltd.

7. Amrit Varsha Foundation 15. Kalyansudha Foundation

8. The Speaking Tree Foundation

Details of Committee Membership of Mr. Ashok Talwar are as under:-

S. No. Name of the Company Name of the Member/Committees Chairman

1. Times Business Solutions Limited Audit Committee Member

2. Satyam Properties and Finance Limited Audit Committee Member

3. Ashoka Viniyoga Limited. Audit Committee Member

4. Ativeer Properties Limited Audit Committee Member

5. 21st Century Constructions Limited Audit Committee Member

He does not hold any Equity Shares in the Company.

Item No. 4:

Mr. Punit Jain, Director

Mr. Punit Jain aged about 56 years holds a Masters Degree in Commerce and Post Graduate Diploma in Sales &Marketing and Public Relations.

Mr. Punit Jain possesses an experience of around 34 years in Marketing and is currently the Vice President in theResearch & Marketing Department of Bennett, Coleman and Co. Limited.

Mr. Punit Jain holds directorships in the following Companies:

S. No. Name of the Company

1. Times Centre for Media and Management Studies

2. Times School of Marketing & Management

3. Times School of Journalism

Mr. Punit Jain does not hold Committee Membership in any other Company. Further, he does not hold any EquityShares in the Company.

Item No. 6

Ms. Amita Gola, Director

Ms. Amita Gola, a law Graduate, is a Fellow Member of the Institute of Company Secretaries of India having 12years of vast experience in Secretarial, Legal and other corporate matters. It was perceived that the Board wouldbenefit from her experience and knowledge.



Ms. Amita Gola holds directorships in the following Companies:

S. No. Name of the Company Nature of Interest

1. Camac Commercial Company Limited. Director

2. Arth Udyog Limited Director

3. Ashoka Marketing Limited Director

4. Satyam Properties & Finance Limited Director

5. Sahu Jain Limited Director

6. Matrix Merchandise Limited Director

Details of Committee Membership of Ms. Amita Gola are as under:-

S. No. Name of the Company Name of the Committees Member/ Chairman

1. Satyam Properties & Finance Limited Audit Committee Member

She does not hold any Equity Shares in the Company.

Item No. 7:

Mr. Vijay Bhushan, Director

Mr. Vijay Bhushan aged about 57 years is a Commerce Graduate and holds a Masters in Business Administration.Mr. Bhushan has been actively involved in Capital Market Activities for over 30 years. Mr. Vijay Bhushan waselected as a President of Delhi Stock Exchange (DSE) for the year 2001-02. He was also the Chairman of theFederation of Indian Stock Exchanges (FISE) for two consecutive years (2002-04). He was a Member of variousimportant Committees formed by the Capital Market Regulator, SEBI during the year 2002-03 and 2003 -04.

Mr. Vijay Bhushan holds 500 Equity Shares in the Company.

Details of Directorship of Mr. Bhushan in the Public Companies as under:

S. No. Name of the Company Nature of Interest1. Bharat Bhushan Equity Traders Ltd. Director2. Bharat Bhushan Finance & Commodity Brokers Ltd. Director3. Bharat Bhushan Technologies Pvt. Ltd. Director4. KEI Industries Ltd. Director5. Paramount Communications Ltd. Director6. Bharat Bhushan Insurance Brokers Pvt. Ltd. Director

7. Association of National Exchanges Member of India Director8. Bharat Bhushan & CO. Partner9. Bansal Service Centre Proprietor

Details of Committee Membership of Mr. Bhushan are as under;-

S. No. Name of the Company Name of the Committees Member/ Chairman

1. Bharat Bhushan Share &Commodity Broker Ltd. Audit Committee Member

2. Paramount Communications Ltd. Audit Committee Member3. Paramount Communications Ltd. Shareholders Grievance Committee Chairman4. KEI Industries Ltd. Shareholders Grievance Committee Chairman

Item No. 8

Mr. B. Chintamani Rao, Director

Mr. B. Chintamani Rao is an independent Strategic Marketing and Media Advisor, has worked for 40 years withmajor global advertising agency networks.

Now an independent consultant, he is also engaged as Senior Counselor with Penn Schoen Berland Associates. Hecurrently serves on the TAM Transparency Panel, an international group of experts constituted to oversee andadvise on transparency and related issues on television ratings in India.



A noted commentator in the trade press, he writes a blog, 'Take it from me...' on issues in marketing and media.It is perceived that the Board would benefit from his experience and knowledge.Mr. Chintamani Rao is also on the Board of Visionaire Customer Access Private Limited.He does not hold any Equity Shares in the Company.Item No. 9Mr. Mukesh Gupta, DirectorMr. Mukesh Gupta is a qualified Chartered Accountant, having 28 years of vast experience in Finance, Accounting,Auditing, Taxation and other Corporate Matters.It is perceived that the Board would benefit from his experience and knowledge.Mr. Mukesh Gupta is also on the Board of PNB Finance & Industries Limited.He does not hold any Equity Shares in the Company.

By Order of the Boardfor Bharat Nidhi Limited

Place : New Delhi Divya KohliDate : August 14, 2014 Company Secretary

ACS 26560



DIRECTORS’ REPORTTO THE MEMBERS

Your Directors are pleased to present their 71st Annual Report together with the Audited Accounts of the Company for theFinancial Year ended 31st March, 2014.

1. FINANCIALThe highlights of the Financial Results of your Company are as under: -

(Amount in `)

Financial year ended

Particulars 31st March, 2014 31st March, 2013

Revenue from Operations 61,32,00,688 59,27,14,727

Other Income 7,12,48,866 7,92,48,828

Total 68,44,49,554 67,19,63,555

Less: Expenditure 61,40,92,827 59,39,82,051

Profit before Exceptional Items and Tax 7,03,56,727 7,79,81,504

Less: Exceptional Items - Provisions for Diminution in value of Investments 7,66,65,675 630

Profit/(Loss) Before Tax (63,08,948) 7,79,80,874

Add/ (Less): Provision for Taxation

Current Year's Tax (22,32,218) (44,46,201)

MAT Credit entitlement 4,57,920 21,50,173

Deferred Tax 76,000 36,000

Income Tax for earlier years 4,950 5,613

Profit/(Loss) After Tax for the year (80,02,296) 7,57,26,459

Add: Balance Brought Forward From Previous Year 9,83,89,239 5,23,58,825

Balance Available For Appropriation 9,03,86,943 12,80,85,284

Less: Proposed Dividend 17,52,250 17,52,250

Less: Tax on Proposed Dividend 2,97,795 2,97,795

Balance available after Dividend 8,83,36,898 12,60,35,239

Less: Amount Transferred to General Reserve NIL 1,25,00,000

Less: Amount Transferred to Special Reserveu/s 45-IC of Reserve Bank of India Act, 1934. NIL 1,51,46,000

Balance Carried to Balance Sheet 8,83,36,898 9,83,89,239

Pursuant to the provisions of Accounting Standard 13 issued by the Institute of Chartered Accountant of India, the Boardof Directors at its Meeting held on May 30, 2014 has approved the creation of Provision for diminution in value of Investmentamounting to ` 7,66,65,675/- out of the current profits of the Company.

2. DIVIDEND

Your Directors have recommended a Dividend @ ` 0.60 per Equity Share of the Company for the Financial Year endedMarch 31, 2014. The dividend payout is subject to approval of Members.

The Dividend payout has been from the accumulated past profits of the Company in pursuance to the provisions of Section123 of the Companies Act, 2013 and Companies (Declaration and Payment of Dividend) Rules, 2014.

3. DEPOSITSThe Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2014 and your Board ofDirectors have also passed the necessary Resolution for non-acceptance of any public deposits.

The Company has also complied with the applicable provisions of "Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions, 2007".



4. REGISTERED OFFICE

Registered Office of your Company has been shifted to Second Floor, 9-10, Express Building, Bahadur Shah Zafar Marg,New Delhi - 110002.

5. BOARD OF DIRECTORS

Mr. Vineet Jain has resigned from the Chairmanship and Directorship of the Company w.e.f. July 16, 2014. Mr. Amit Jainhas also resigned from the Directorship of the Company effective January 15, 2014. Your Board places on record its deepgratitude for the services rendered by Mr. Vineet Jain and Mr. Amit Jain during their tenure as Members of the Board.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company,following directors were appointed as Additional Directors designated as Independent Directors:

S. No. Name Date of Appointment

1 Ms. Amita Gola 25/04/2014

2 Mr. Mukesh Gupta 06/08/2014

3 Mr. B. Chintamani Rao 06/08/2014

The Independent Directors shall hold office up to the date of the ensuing Annual General Meeting.

Mr. Vijay Bhushan, Non-Executive Director was appointed as director liable to retire by rotation under the provisions of theerstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr.Bhushan being eligible and has offered himself for appointment as an Independent Director of the Company.

The Company has received requisite notices in writing from Members proposing the candidature of Ms. Amita Gola,Mr. Vijay Bhushan, Mr. Mukesh Gupta and Mr. B. Chintamani Rao, for appointment as Independent Directors for aconsecutive term of 5 (five) years from the respective date of their appointment, subject to earlier determination from theBoard of Directors or by the concerned Independent Directors, as the case may be.

The Company has also received declarations from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 andunder Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ashok Talwar and Mr. Punit Jain, Director,shall retire by rotation at the ensuing 71st Annual General Meeting (AGM) and, being eligible, offer themselves forreappointment.

The Board of Directors of the Company recommends the appointment/reappointment of Mr. B. Chintamani Rao, Mr.Mukesh Gupta, Ms. Amita Gola, Mr. Vijay Bhushan, Mr. Punit Jain and Mr. Ashok Talwar as Directors of the Company.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' ResponsibilityStatement, the Directors confirm that:

a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable AccountingStandards have been followed and that no material departures have been made from the same;

b) such accounting policies have been selected and applied consistently, and the judgments and estimates made arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a 'going concern' basis.

7. AUDITORS

M/s Surendra Subhash & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company hold the officeuntil the conclusion of the ensuing 71st Annual General Meeting (AGM) and being eligible, are recommended forreappointment as Statutory Auditors of the Company from the conclusion of 71st AGM till the conclusion of next 72nd AGMto be held for the financial year 2014-15.

The Company has received certificate from the Auditors to the effect that their re-appointment, if made, would be within theprescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.



8. VIGIL MECHANISM

Your Company, as per the provisions of Section 177 (9) of the Companies Act, 2013, has adopted a Vigil Mechanism fordirectors and employees to report genuine concerns regarding the unethical or improper activity, if any, in the Company.

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

Provisions relating to disclosure of particulars with respect to conservation of energy are not applicable on the Companyand it has no information to be published regarding Technology Absorption. The Company has not carried on during theYear under report, any activity relating to exports and has not used or earned any foreign exchange.

10. PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom the Statement under Section 217(2A) of the Companies Act, 1956, isrequired to be furnished.

11. CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and lays strong emphasison transparency, accountability and integrity, which is to the benefit of all its stakeholders.

In compliance with Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a separate report on CorporateGovernance and Management Discussion & Analysis Report is enclosed at Annexure 'A' and 'B' respectively along withthe Statutory Auditor's Certificate on compliance with provisions of Corporate Governance enclosed at Annexure "C". Theaforesaid Reports and the Certificate forms part of the Directors Report.

In terms of sub-clause (V) of Clause 49 of the Listing Agreement, certificate of the Chief Financial Officer (CFO), inter-alia,confirming the correctness of the Financial Statements, adequacy of the Internal Control Measures and reporting of mattersto the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

12. E-VOTING FACILITY

The Company is providing e-voting facilities to all Members to enable them to cast their votes electronically on all resolutionsset forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014. The instruction for e-voting is sent along with the Notice.

13. ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to convey their gratitude and sincere thanks for the co-operation & assistancereceived from the stakeholders, various Government Departments and Banks.

The Board acknowledges your confidence and continued support and looks forward for the same in future as well.

For and on behalf of the Board of Directors

Place : New Delhi Vijay Bhushan Nityanand SinghDate : 14th August , 2014 Director Director

DIN: 00002421 DIN: 00288319



Annexure “A”Corporate Governance Report

COMPANY’S GOVERNANCE PHILOSOPHY

In Bharat Nidhi Limited, the philosophy of Corporate Governance stems from its deep-rooted belief that transparency,disclosures, controls and accountability are the essential ingredients of good Corporate Governance practices.

The Company continuously strives towards adopting the best practices in Corporate Governance in its operations andprocesses of the Company are directed with integrity, transparency and fairness so as to optimize its performance, maximizethe long term shareholder value in legal and ethical manner, safeguard the long-term interests of all the stakeholders andto provide growth and stability to the Company.

1. BOARD OF DIRECTORS

(a) Composition and Category

The Board of Directors of the Company has an optimum combination of non-executive/ independent directors havingrich knowledge and experience in the industry and related sectors for providing strategic guidance and direction to theCompany. Presently, the Board consists of a professional team of seven Non-Executive Directors, four beingIndependent in compliance with Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement asentered in to with Stock Exchange. The Chairman of the Board is a Non-Executive Director. There is no relationshipbetween the Directors inter-se. All the Directors are luminous professionals with wide range of expertise and experiencein the fields of Business, Law, Finance and Management.

(b) Details of Attendance at the Meetings and other DirectorshipsDuring the year under review, seven Board Meetings were held on April 25, May 28, July 29, October 21, December7, 2013, January 27 and March 26, 2014. The gap between any two Board Meetings did not exceed four months.

The composition of the Board of Directors, their attendance at the Board Meeting and Annual General Meeting (AGM)as also number of other directorships in Indian Public Limited Companies and Membership of the Committees of theBoards of Such Companies are as follows:

Attendance Other Membership of Committee ofS. Director Category Director-ships other Boards

No. Board Last Member# Chairman#

Meetings AGM

1. ^Mr. Vineet Jain NED & NID – No 13 Nil NIL

2. Mr. Vijay Bhushan NED & ID 7 Yes 6 4 2

3. Mr. Nityanand Singh NED & NID 7 No 8 NIL NIL

4. Mr. Punit Jain NED & NID 5 No NIL NIL NIL

5. Mr. Ashok Talwar NED &NID 7 Yes 12 5 NIL

6. ^^Mr. Amit Jain NED&NID 5 Yes 3 Nil Nil

7. *Ms. Amita Gola NED & ID NA NA 6 1 NIL

8. $Mr. B. Chintamani Rao NED & ID NA NA 1 NIL NIL

9. $Mr. Mukesh Gupta NED & ID NA NA 1 NIL NILNED - Non-Executive Director NID - Non-Independent Director ID - Independent Director#Includes only Audit Committee and Shareholders/Investors Grievance Committee.^Mr. Vineet Jain resigned from Director and Chairmanship w.e.f. July 16, 2014.^^Mr. Amit Jain resigned from the Directorship w.e.f. January 15, 2014.*Ms. Amita Gola has been appointed as Director of the Company effective April 25, 2014.$ Mr. B. Chintamani Rao & Mr. Mukesh Gupta have been appointed as Director of the Company effective from August 6, 2014.All statutory and other important items/ information including those envisaged in Clause 49 of the Listing Agreement,are regularly provided to the Board and the Committees thereof either as part of agenda papers well in advance of theBoard Meetings, or are tabled in the course of the Board Meetings and/or its Committees to enable the Board/Committees to discharge their responsibilities effectively and to take informed decision.

(c) Directors RemunerationThe Company does not pay any remuneration/ commission to its Directors. Further, it has not implemented any StockOption Scheme. The Company has no pecuniary relationship/ transactions with its Directors during the Financial Yearended March 31, 2014.



The details of the Sitting Fee paid during the year to the Directors for attending the Meetings of the Board andCommittees thereof are as under:

S.No. Name of the Director Sitting Fee paid (`)

1) Mr. Vijay Bhushan 55,000

2) Mr. Nityanand Singh 55,000

3) Mr. Punit Jain* 10,000

4) Mr. Ashok Talwar* 15,000

5) ^Mr. Amit Jain* 15,000

^ Mr. Amit Jain has resigned from the Directorship of the Company with effect from 15.01.2014.

*Mr. Punit Jain, Mr. Ashok Talwar and Mr. Amit Jain, Directors, have voluntarily waived off their entitlement to theSitting Fees for attending the Committee Meetings of the Board. Further Effective from August 31, 2013, they havefurther waived off entitlement to the Sitting Fees for attending Board Meetings.

Mr. Vijay Bhushan, Non-Executive Independent Director, holds 500 Equity Shares of ` 10/- each of the Company. Noother Director holds any Shares in the Company.

(d) Code of Conduct

The Company has adopted a Code of Conduct for all its Board Members and Senior Managerial Personnel in compliancewith the provisions of Clause 49 of the Listing Agreement. All the Board Members and the Senior Managerial Personnelhave affirmed compliance with the Code of Conduct as on 31st March, 2014 and a Declaration to this effect is attachedand forms part of this Report at Annexure I.

2. AUDIT COMMITTEE

(a) Terms of Reference

The Board of Directors of the Company, at its meeting held on April 25, 2014, has revised the Terms of Reference ofthe Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013. The revised Terms of Referenceare also in compliance with Clause 49 of the Listing Agreement.

The current Terms of Reference include:• To recommend the appointment, remuneration and terms of appointment of auditors of the company;• To review and monitor the auditor's independence and performance, and effectiveness of audit process;• To examine financial statement and the auditors' report thereon before submission to the Board;• To approve any subsequent modification of transactions of the company with related parties;• To scrutinize inter-corporate loans and investments;• To evaluate internal financial controls and risk management systems;• To monitor the end use of funds raised through public offers and related matters.• Review of the Audit Reports of the Internal Auditors.• Ensuring adequacy of Internal Audit Function and Internal Control Systems.• Review of any other matter in relation to items specified in Clause 49 (II) of the Listing Agreement.• Overseeing the Company's financial reporting process and disclosure of financial information.• Holding discussions with the Auditors periodically about the Internal Control Systems, the scope of Internal Audit,

the observations of the Auditors.• Review of the Quarterly, Half-yearly, and Annual Financial Statements before submission to the Board.

(b) Composition and Attendance

The Company has re-constituted Audit Committee in pursuance to the provisions of Section 177 of the CompaniesAct, 2013 and that is in compliance with Clause 49 of the Listing Agreement.

The Committee comprises as follows:

S. No. Name of the Member Category1. Mr. Vijay Bhushan Independent Director

2. Mr. Ashok Talwar Non-Independent Director3. Ms. Amita Gola Independent Director

All the Audit Committee Members possess rich knowledge and expertise in Financial and Management fields.Statutory Auditors, Internal Auditors and the CFO are invited to attend and participate at the Committee Meetings.



During the year under review, the Committee met four times on May 28, July 29, October 21, 2013 and January 27,2014. The gap between any two Committee Meetings did not exceed four months. The attendance record of Membersat the Committee Meetings is as below:

S. No. Name of the Member Status No. of MeetingsAttended

1. Mr. Vijay Bhushan Member 4

2. Mr. Nityanand Singh* Member 4

3. Mr. Ashok Talwar Member 4

4. Ms. Amita Gola^ Member NA

*Mr. Nityanand Singh ceased to be a Member of the Audit Committee with effect from April 25, 2014.

^ Ms. Amita Gola has joined as Member of Audit Committee with effect from April 25, 2014.

The Company Secretary of the Company acts as the Secretary to the Audit Committee. Minutes of each Audit CommitteeMeeting are placed before the Board of Directors for confirmation at its immediately succeeding Meeting.

3. SHAREHOLDERS’ GRIEVANCES COMMITTEE

(a) Terms of Reference

The Company, in pursuance to the guidelines set out in Clause 49 of the Listing Agreement and Section 178 of theCompanies Act, 2013, has renamed and constituted the Investor /Shareholders Grievance Committee as 'StakeholdersRelationship Committee'. The Terms of Reference of the Committee include:

• Redressal of Shareholders Grievances relating to transfer of shares, non-receipt of dividend warrants and otherrelated matters, etc.

• Review and take note of the status of transfers, transmissions, issue of duplicate certificates, splits, renewal ofShare Certificates and other related issues.

• Take note of payment of dividend and to approve any other matter concerning thereto.

• Ensuring expeditious share transfer process.

• Monitoring and review of the performance of the Registrar and Share Transfer Agents.

• Providing continuance guidance to improve the Investors Service Standards.

(b) Composition and AttendanceThe Committee comprises as follows:

S. No. Name of the Member Category1. Mr. Vijay Bhushan Non-Executive and Independent Director2. Mr. Punit Jain Non-Executive Director3. Mr. Ashok Talwar Non-Executive Director

All the Stakeholders' Grievance Committee Members possess relevant experience and knowledge in the field.

During the year under review, four Meetings of the Committee were held on May 28, July 29, October 21, 2013 andJanuary 27, 2014. The attendance record of the Members at the Meetings is as below:

S. No. Name of the Member Status No. of MeetingsAttended

1. Mr. Vijay Bhushan * Member NA

2 Mr. Punit Jain Member 2

3. Mr. Ashok Talwar Member 4

4. Mr. Amit Jain^ Member 3

*Mr. Vijay Bhushan has joined the Stakeholder' Relationship Committee as a Member with effect from January 27, 2014.

^Mr. Amit Jain has ceased to be a Member of Stakeholder' Relationship Committee with effect from 15.01.2014.

The Company Secretary is designated as the Compliance Officer as per the requirements of the Listing Agreement.The Minutes of each Investor Grievance Committee Meeting are placed before the Board of Directors at its subsequentMeeting for confirmation.



(c) Status of redressal of Investor GrievancesDuring the year, the Company received 11 Investor Grievances pertaining to investor related matters and all theInvestor Grievances have been attended and resolved to the satisfaction of the investors.

4. GENERAL BODY MEETINGSThe details of the Annual General Meetings (AGM) of the Company held during the last three years are as under:

Year Date Time Venue

20010-11 30.09.2011 11.00 A.M

2011-12 27.09.2012 11.00 A.M.

2012-13 27.09.2013 11.00 A.M.

No Special Resolution has been passed in the previous three AGMs. Further, no Resolution has been passed throughPostal Ballot last year. At the ensuing AGM, there is no Resolution proposed to be passed by Postal Ballot.

5. DISCLOSURESa) Materially significant Related Party Transactions

No materially significant Related Party Transaction, that may have potential conflict with the interest of the Companyat large, has been carried out with the Directors or the Management, or their Relatives etc. during the year underreview. The 'Related Party Disclosures' have been given at Note No. 30 in the Notes to Financial Statements.

b) Disclosure of Accounting TreatmentThe Accounting Standards issued by the Institute of Chartered Accountants of India, have been followed in thepreparation of the Financial Statements for the year ended 31st March, 2014.

c) Board Disclosures – Risk ManagementThe Company has in place built-in internal control systems for assessing and mitigating elements of risks in relation toits operations which are followed scrupulously in day to day functioning of the Company. The Board of Directorsannually reviews the Risk Management Policy of the Company.

d) Details of Non-Compliance relating to the Capital Market (if any).No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other StatutoryAuthorities on any Capital Market related matter, during the last three years.

e) Proceeds from Public Issues, Rights Issue, Preferential Issue etc.The Company has not raised any funds through public issue, right issue, preferential issue etc. during the year.

f) Whistle Blower PolicyThe Company does not have a formal Whistle Blower Policy. However, your Company, as per the provisions ofSection 177 (9) of the Companies Act, 2013, has adopted a Vigil Mechanism for Directors and employees to reportgenuine concerns regarding the unethical or improper activity and any matter envisaged to be covered under theWhistle Blower Policy, taken place in in the Company.

g) Non-mandatory requirementsThe Company is in full compliance with all mandatory requirements of Clause 49 of the Listing Agreement relating toCorporate Governance. It has not adopted any of the non mandatory requirements.

6. MEANS OF COMMUNICATIONQuarterly ResultsThe Quarterly/ Half Yearly/ Annual Financial Results of the Company are regularly submitted to the Stock Exchangesimmediately after the same are reviewed by the Audit Committee and approved by the Board of Directors. These Resultsare published in one English Daily 'Mint-all editions' and one Hindi Daily 'Rashtriya Sahara'.

7. SHAREHOLDERS’ INFORMATION

(a) Annual General Meeting

Day and Date : Friday, September 26, 2014Time : 11.30 A.M.Venue : Shri Purushottam Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110 002No Special Resolution is proposed to be passed at the ensuing Annual General Meeting.Date of Book Closure : Saturday, 20th Day of September, 2014 to Friday, 26th September, 2014Last date of receipt of Proxy Forms : 24.09.2014 (till 11.30 A.M.)

Shri Purushottam Hindi Bhawan,11, Vishnu Digambar Marg, New Delhi-110 002.



(b) Financial Calendar

Your Company observes 1st April to 31st March as its Financial Year.

Adoption of Quarterly Results for the Quarter ending :

June 30, 2014 : End of July, 2014

September 30, 2014 : End of October, 2014

December 31, 2014 : End of January, 2015

Annual Results as onMarch 31,2015 : End of May, 2015

Date of Dividend declaration : 26.09.2014

Probable date of dispatch ofDividend warrants : 07.10.2014

(c) Listing of Equity Shares

The Equity Shares of the Company are listed at The Delhi Stock Exchange Limited (Stock Code 102085). The AnnualListing Fee for the Financial Year 2014-15 has been paid within stipulated time period. Annual custodian charges ofDepository have also been paid to NSDL and CDSL.

(d) Market Price Data

No trading took place during the last year at The Delhi Stock Exchange Limited where the Shares of the Company are listed.

(e) Shares held in Physical and Electronic Mode

The Equity Shares of your Company are in compulsory electronic segment and are available for trading in the depositorysystems of both the Depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL). The ISIN No. allotted to the Company is INE286F01016.

As on March 31, 2014, 26,72,925 Equity Shares, representing 91.54% of the total Equity Share Capital, have beendematerialized.

(f) Registrar and Share Transfer Agent and Share Transfer Process

The Company has appointed M/s Skyline Financial Services Pvt. Ltd. as its Registrar and Share Transfer Agents.

The Shares of the Company in electronic form are tradable only through the Depository Systems. The Transfer ofShares in physical form is processed by Registrar and Share Transfer Agents of the Company and thereafter thesame are approved by the Company Secretary/ Directors of the Company.

(g) Distribution of Shareholding and Category of Shareholding as on 31st March, 2014.Distribution of Shareholding:

Holdings Shareholders Shares

(No. of Share) Number % to Total Number % to total

Upto 500 5214 97.59 2,72,839 9.34

501 to 1,000 57 1.07 39,624 1.36

1,001 to 2,000 23 0.43 33,693 1.15

2,001 to 3,000 13 0.24 32,926 1.13

3,001 to 4,000 11 0.21 39,996 1.37

4,001 to 5,000 5 0.09 22,424 0.77

5,001 to 10,000 7 0.13 52,840 1.81

10,001 and above 13 0.24 24,25,380 83.07

5,343 100.00 29,19,722* 100.00



Category- wise Shareholding Pattern:

Category No. of Shares Percentage (%)

A. Promoters’ Holding NIL NIL

B. Non-Promoters’ Holding

Institutional Investors

1. Mutual Funds & UTI NIL NIL

2. Banks, Financial Institutional, Insurance Co., State Central Govt. 4,321 0.15

3. Foreign Institutional Investors NIL NIL

Others

4. Private Bodies Corporate 17,83,858 61.09

5. NRIs and OCBs 61,432 2.10

6. Indian Public – Individuals 10,45,949 35.83

7. Hindu Undivided Family 24,162 0.83

TOTAL 29,19,722* 100.00

*Excluding Fractional Coupons comprising 529 Ordinary Shares not yet exchanged and 28,045 equity shares forfeitedby the Company

(h) Outstanding ADRs/ GDRs/warrants or any Convertible InstrumentsThe Company has not issued any ADRs/ GDRs/warrants or any convertible instruments.

(i) CEO/CFO CertificateIn terms of the Clause 49 of the Listing Agreement, a Certificate signed by Mr. Sanket Kumar Aggarwal - FinanceManager and CFO is attached with this report as Annexure II. The Company does not have any CEO at present.

(j) Address for CorrespondenceThe Investors are requested to forward the correspondence to M/s Skyline Financial Services Pvt. Ltd., the Registrarand Share Transfer Agents of the Company at the following address:

Skyline Financial Services Pvt. Ltd.D-153, Ist Floor,

Okhla Industrial Area, Phase - I,

New Delhi – 110 020.

Ph: 26812682-83, 64732681-88

The Investors can also contact or send their grievances to the Company at the following given address:

Company SecretaryBharat Nidhi Limited

Second Floor, 9-10, Express Building,

Bahadur Shah Zafar Marg,

New Delhi - 110 002

Phone : 011-43562982



Annexure-I

Code of Conduct Compliance forthe Financial Year 2013 - 14

Pursuant to Clause 49(1)(D) of the Listing Agreement, we hereby affirm and declare due compliance in all respects with theCode of Conduct duly constituted for the Members of the Board and Senior Management Personnel of M/s Bharat Nidhi Limited,for the Financial Year 2013-14.

Board of Directors

Vineet Jain Vijay Bhushan Nityanand Singh

Punit Jain Ashok Talwar

Senior Management Personnel

Sanket Kumar Aggarwal Aparna SharmaChief Financial Officer Company Secretary

Date : May 20, 2014

Place : New Delhi

Annexure-II

CFO CertificateMay 20, 2014

Sub – Annual Certificate of Compliance for F.Y. 2013-14

I, Sanket Kumar Aggarwal, Chief Financial Officer of the Company hereby certify that:

a) I have reviewed the Financial Statements and the Cash Flow Statement of the Company for the year ended 31st March,2014 and that to the best of my knowledge and belief:

i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading.

ii) These Statements together present a true and fair view of the Company's affairs and are in compliance with existingAccounting Standards, applicable laws and regulations.

b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which arefraudulent, illegal or violative of the Company's Code of Conduct.

c) I accept responsibility for establishing and maintaining Internal Controls for Financial Reporting and that I have evaluatedthe effectiveness of Internal Control Systems of the Company pertaining to Financial Reporting and I have disclosed to theAuditors and the Audit Committee, deficiencies in the design or operation of such Internal Controls, if any, of which I amaware and the steps I have taken or propose to take to rectify these deficiencies.

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

i) Significant changes in such internal control during the year, if any ;

ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to theFinancial Statements, if any; and

iii) Instances of significant fraud of which I have become aware and the involvement therein, if any, of the management oran employee having a significant role in the Company's internal control system for financial reporting.

For Bharat Nidhi Limited

Chief Financial Officer



Annexure “B”MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(Within the limits set by the Company’s competitive position)

Economy Overview

The global economy in FY 2013-14 improved slowly and did not recover to the extent anticipated in the beginning of the year.Several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggishgrowth. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investmentsremained sluggish. Among the Asian economies, China, going through a political transition, experienced slower growth.

Deceleration in industrial output and exports weakened India's economic growth significantly.

World Bank in its Global Outlook Summary, 2012-2016 published in January 2014 projected acceleration in global growth from2.4 % in 2013 to 3.2 percent this year, 3.4 % in 2015, and 3.5 % in 2016.

The annual rate of inflation, based on monthly WPI, stood at 5.20% (provisional) for the month of April, 2014 (over April,2013)as compared to 5.70% (provisional) for the previous month and 4.77% during the corresponding month of the previous year.Build up inflation rate in the financial year so far was 0.22% compared to a build up rate of 0.71% in the corresponding periodof the previous year.

According to Asian Development Bank Outlook 2014, the GDP growth in FY2014 is expected to inch upward by 5.5% onimproved performance in industry and services. In FY2015, economic growth is expected to pick up to 6.0%, as a speeding upin advanced economies bolsters external demand and government action opens some structural bottlenecks that have impededindustry and investment

Going forward, it is believed that these tough times for global economy will continue for some more time to come before therecovery starts. Despite recent tough global and domestic economic situation, outlook for the Indian Economy still looks promisingin the medium to long term.

Industry OverviewPursuant to FICCI- KPMG Media & Entertainment Report 2014, in calendar year 2013, the Indian Media & Entertainmentindustry registered a growth of 11.8% over 2012 and touched INR 918 billon. The overall growth rate remained muted, with aslow GDP growth and a weak rupee. At the same time, the industry began to see some benefits from the digitization of mediaproducts and services, and growth in regional media. Overall, the industry is expected to register a CAGR of 14.2 percent totouch INR 1785.8 billion by 2018.

Opportunities and ThreatsThe Future offer both opportunities and challenges for the Newspaper Industry. There are clear opportunities in the form ofnext phase growth engines - Tier II, Tier III cities, increasing literacy leading to increased readership, growth in Hindi andregional languages, and reader connect enhancement and adaption.Your Company anticipates various opportunities to purchase sell & distribute a wide variety of publications, owing to theintroduction of newer newspapers, magazines and dailies in the market. The Company continues to focus on better costmanagement to further strengthen its market position and growth rate.The business of your Company viz., distribution of Newspapers and Magazines across the region of Delhi NCR, continues toremain stable. The Company has managed to increase the revenue from the sale of various newspapers and other periodicals.This has led to a stable growth of the business operations of the Company.Your Company is also registered as a Non-Banking Finance Company with the Reserve Bank of India. The Company hascomplied with all the applicable provisions of Non Banking Financial (Non Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions, 2007.BSE Sensex has risen to 25,000 levels in July 2014. However your Company is maintaining its cautious approach by stayinginvested largely in debt based mutual funds and securities. In view of the provisions of new Finance Bill, the Company willstrategies its investment policy accordingly.

Financial PerformanceDuring the Financial Year 2013-14, the Company's Total Revenue was ` 68.44 Crores as compared to ` 67.20 Crores in theprevious year.The Total Expenditure was ` 61.40 Crores as compared to ` 59.40 Crores in the previous year.Pursuant to the provisions of Accounting Standard 13 issued by Institute of Chartered Accountants of India, the Company hadcreated a Provision for diminution in value of Investment of ` 7,66,65,675/- out of the current profits of the Company, thatresults in loss of ` 63,08,948/-against Profit of ` 7.80 Crores in the previous year.



Risk and ConcernsYour Company is exposed to normal industry risks such as credit, interest rates, market and operational risks besides the risksapplicable to the newspaper industry in general. Your Company follows prudent business and risk assessment & managementpractices to combat these challenges.In view of the increased volatility in the Stock Market, your Company has continued to make most of its investments in variouslow risk debt based funds and use foresight and focused analysis of the market.

Vigil MechanismYour Company, as per the provisions of Section 177 (9) of the Companies Act, 2013, has adopted a Vigil Mechanism fordirectors and employees to report genuine concerns regarding the unethical or improper activity taken place in the Company.

Internal ControlThe Company has proper and adequate system of Internal Control commensurate with its nature and size of the operationswhich ensure:

• Accuracy and timeliness of financial reporting;• Compliance of legal and statutory laws and regulations;• More effective and efficient use of the resources of the Company; and• Protection and enhancement of assets of the Company.

The Internal Control system and procedures are periodically reviewed to ensure orderly and efficient conduct of business. Inaddition to this, internal audits/ internal review are conducted regularly either through external or internal resources to monitorthe effectiveness of Internal Control in the Organization. The Internal Audit reports are regularly monitored by the Audit Committeeof the Board of the Company and corrective actions are taken as and when necessary.

Human Resources DevelopmentThe Company recognizes its employees as its most valuable assets. The emphasis is laid upon to build strong corporateculture through core values such as integrity, innovation and team work. In order to enhance the productivity of the employeesand motivating them to work with vigor and focus, team-driven organization and work environment has been created where allemployees work together. Training needs of the employees are also identified and suitable training is provided, whereverrequired.

Cautionary StatementCertain statements made in this Report, describing the Company's expectations, or predictions etc. are the forward lookingviews of the Management and are subject to certain risks and uncertainties like regulatory changes, local, political or economicdevelopments, technological risks and many other factors, because of which the actual results could differ materially from suchexpectations or projections.



Annexure “C”AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF BHARAT NIDHI LIMITED

We have examined the compliance of conditions of Corporate Governance by Bharat Nidhi Limited, for the yearended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above-mentioned ListingAgreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For SURENDRA SUBHASH & CO.Chartered Accountants

Firm Regn. No. 03173NPlace : New Delhi S.K. JainDate : May 30, 2014 Partner

Membership No. 82170



REPORT PURSUANT TO NON BANKING FINANCIAL COMPANIES AUDITOR'S REPORT(RESERVE BANK DIRECTIONS, 2008) AS ISSUED BY RESERVE BANK OF INDIA

To

The Board of Directors,M/s BHARAT NIDHI LIMITEDIInd Floor, Express Building9-10, Bahadur Shah Zafar Marg,New Delhi - 110002

Matters to be reported as per paragraph 3 of the Non Banking Financial Companies Auditor's report (ReserveBank) Directions, 2008

(A) i) The Company is duly registered with the Reserve Bank of India (hereinafter referred as 'the Bank') as aNBFC and has obtained the Certificate of Registration No. B-14.00130 dated 14.10.2002.

ii) It has been noted that as a result of increase in revenue from the business of sale of newspaper and magazinepublications, the income from financial assets of the Company has been reduced to less than 50% of the totalincome. Therefore, the Company is not required to hold such Certificate of Registration in terms of its Incomepattern as on March 31, 2014.

iii) Based on the criteria set forth by the Bank, the Company is not an Asset Finance Company as defined in"Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions, 2007" with reference to the business carried on by it during the year ended March 31, 2014.

(B) Since the Company does not hold public deposits and neither has it accepted public deposits during the year,therefore the matters specified in this paragraph are not applicable to the Company.

(C) (i) The Board of Directors has passed a resolution for the non acceptance of any public deposits during theFinancial Year 2014-15 in its Meeting held on April 25, 2014.

(ii) The Company has not accepted any public deposits during the year ended March 31, 2014.

(iii) The Company has complied with the prudential norms relating to income recognition, accounting standards,asset classification and provisioning for bad and doubtful debts as applicable to it in terms of "Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007".

(iv) Since the Company is not a Systemically Important Non-Deposit taking NBFC as defined in paragraph2(1)(xix) of the "Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007", the matters specified in this paragraph are not applicable to the Company.

(D) Since the Company has not obtained any specific advice from the Bank that it is not required to hold Certificateof Registration from the Bank, the matters specified in this paragraph are not applicable to the Company.


Firm Regn. No. 03173NPlace : New Delhi S.K. JainDate : May 30, 2014 Partner




INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF BHARAT NIDHI LIMITEDWe have audited the accompanying financial statements of Bharat Nidhi Limited ("the Company"), which comprise the BalanceSheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information.Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements 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 ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity'sinternal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; andc) 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 Requirements1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in

terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified inparagraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purpose of our audit;b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those booksc) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement

with the books of account.d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting

Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the

Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid undersection 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the mannerin which such cess is to be paid, no cess is due and payable by the Company.


Firm Regn. No. 03173N

Place : New Delhi S.K. JainDate : May 30, 2014 Partner




The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" ofour report of even date to the members of Bharat Nidhi Limited on the Financial Statements of the Company for theyear ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us duringthe course of our audit, we report that:1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its

fixed assets.(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material

discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during

the year and therefore does not affect the going concern assumption.2. According to the information given to us, the Company does not account for any inventory of publications in its books of

accounts, as all the unsold publications are returned to the supplier and the purchase and sale of publication is on thebasis of net sales only. However, for the purpose of determining net sales, physical verification of all unsold copies iscarried out on a daily basis by the company and in our opinion the procedures of physical verification followed by themanagement are reasonable and adequate, in relation to the size and nature of the Company's business, the Companymaintains proper records of unsold publications and no material discrepancies were noticed on such physical verification.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in theRegister maintained under section 301 of the Companies Act, 1956 hence provisions of sub-clauses (b, c and d) ofthe paragraph 4(iii) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account,during the year under audit the Company has not taken any new loans, secured or unsecured from companies, firmsor other parties listed in the Register maintained under section 301 of the Companies Act, 1956. The Company hasrepaid the unsecured demand loan of Rs. 1.50 Lacs taken during the previous year from a company listed in theregister maintained under Section 301 of the Companies Act, 1956. The maximum amount due during the year was` 1.50 Lacs and the year end balance was Nil.

(c) The rate of interest and other terms and conditions of loan taken by the Company, are not prima facie prejudicial to theinterest of the Company.

(d) The payment of principal and interest were also regular. There was no overdue amount as the loan was squared upduring the year.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internalcontrol procedure commensurate with the size of the company and the nature of its business with regard to purchase andsale of securities, publications, purchase of fixed assets and payment for expenses. During the course of our audit, nomajor weakness has been noticed in the aforesaid internal control system.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management,we are of the opinion that transactions that were required to be entered into the register maintained under Section 301have been so done and the prices at which the transactions were entered into were reasonable having regard to theindustry and market conditions.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act,1956. The Company has complied with the prudential norms as per the directions of Reserve Bank of India.

7. As per information & explanations given by the management, the Company has an internal audit system commensuratewith its size and the nature of its business.

8. As per information & explanation given by the management, requirement of maintenance of cost records as prescribed bythe Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company

9. (a) According to the records of the company, the Company is regular in depositing with appropriate authorities statutorydues including Provident fund, Investor Education and Protection fund, Employees' State Insurance, Income-Tax,Service Tax, Sales Tax, Wealth Tax, Custom duty, Cess and other statutory dues wherever applicable to it. Noamounts payable in respect of the statutory dues as mentioned above were outstanding as at March 31, 2014 for aperiod of more than six months from the date they became payable .

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealthtax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year ended 31st March, 2014. TheCompany has not incurred any cash losses during the financial year covered by our audit and in the immediately precedingfinancial year



11. The Company has not taken any loans/deposits from Banks or financial Institution or Debenture Holders and hence clauseno. (xi) of the Order is not applicable to the Company.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on thebasis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of the Orderare not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments.Regarding Investments held as long term investments, in our opinion and according to the information and explanations givento us, proper records have been maintained of the transactions and timely entries have been maintained therein. We alsoreport that the Company has held the shares, securities, debentures and other investments in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken byothers from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has notraised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Companyas at 31st March, 2014, we report that no funds, long term or short term, have been raised by the Company during the yearunder audit.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we reportthat the Company has not made any preferential allotment of shares during the year under audit.

19. The Company has not issued any debentures during the year under audit.

20. The Company has not raised any money by public issue during the year underaudit.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on orby the Company has been noticed or reported during the year and also no case of fraud has been informed to us by themanagement.

For SURENDRA SUBHASH & CO.Chartered AccountantsFirm Regn. No.03173N

Place : New Delhi S.K. JainDate : May 30, 2014 Partner




BALANCE SHEET AS AT MARCH 31, 2014(Amount in `)

As at As atParticulars Note No.

March 31, 2014 March 31, 2013

EQUITY AND LIABILITIES

Shareholders' FundsShare Capital 2 2,92,75,923 2,92,75,923Reserves and Surplus 3 46,10,35,098 47,10,87,439Non Current LiabilitiesOther Long Term Liabilities 4 67,05,769 65,92,574Long Term Provisions 5 7,85,30,865 16,19,051Current LiabilitiesShort Term Borrowings 6 - 1,50,000Trade Payables 7 92,09,857 84,70,223Other Current Liabilities 8 37,58,898 33,82,517Short Term Provisions 9 20,73,476 20,86,579

------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Total 59,05,89,886 52,26,64,306

============== ==============ASSETS

Non Current AssetsFixed AssetsTangible Assets 10 16,275 18,905Non Current Investments 11 48,90,63,705 46,00,49,160Deferred Tax Assets (Net) 12 5,89,000 5,13,000Long Term Loans and Advances 13 86,99,207 82,41,287Current AssetsCurrent Investments 14 6,10,00,000 -Trade Receivables 15 1,34,24,037 1,31,16,687Cash and Bank Balances 16 1,26,42,196 3,71,40,919Short Term Loans and Advances 17 18,30,868 21,02,252Other Current Assets 18 33,24,598 14,82,096

------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Total 59,05,89,886 52,26,64,306

============== ==============Notes to the Financial Statements 1-36

As per our Report of even date attached For and on behalf of the Board of Directors

For Surendra Subhash & Co. Vijay Bhushan Nityanand SinghChartered Accountants Director DirectorFirm Registration No.03173N

S.K. Jain Punit Jain Ashok TalwarPartner Director DirectorMembership No : 82170

Place : New Delhi Sanket Kumar Aggarwal Aparna SharmaDate : May 30, 2014 Chief Financial Officer Company Secretary



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014(Amount in `)

Particulars Note No. March 31, 2014 March 31, 2013

Revenue

Revenue from Operations 19 61,32,00,688 59,27,14,727

Other Income 20 7,12,48,866 7,92,48,828------------------------------------------------------------------------------- -------------------------------------------------------------------------------

Total 68,44,49,554 67,19,63,555============== ==============

Expenses

Purchase of Stock-in-Trade 21 60,01,58,544 58,05,89,941

Employee Benefits Expense 22 61,94,707 53,72,123

Finance Costs 23 4,75,770 4,39,265

Depreciation 10 2,630 3,055

Other Expenses 24 72,61,176 75,77,667------------------------------------------------------------------------------- -------------------------------------------------------------------------------

Total 61,40,92,827 59,39,82,051============== ==============

Profit before Exceptional Items and Tax 7,03,56,727 7,79,81,504

Exceptional Items - Provision for Diminution in

value of Investments 25 7,66,65,675 630------------------------------------------------------------------------------- -------------------------------------------------------------------------------

Profit / (-)Loss Before Tax -63,08,948 7,79,80,874

Tax Expense :

Current Tax 22,32,218 44,46,201

Less: MAT Credit Entitlement 4,57,920 21,50,173------------------------------------------------------------------------------- -------------------------------------------------------------------------------

Net Current Tax 17,74,298 22,96,028

Deferred Tax -76,000 -36,000

Income tax for earlier years -4,950 -5,613------------------------------------------------------------------------------- -------------------------------------------------------------------------------

Profit / (-)Loss after Tax for the Year -80,02,296 7,57,26,459============== ==============

Earnings per Equity Share (Face Value of `10 each) : 26

Basic -2.74 25.93

Diluted -2.74 25.93

Notes to the Financial Statements 1 - 36







CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014(Amount in `)

Particulars March 31, 2014 March 31, 2013

A. Cash Flow from Operating Activities:Profit/ (-)Loss before Tax -63,08,948 7,79,80,874Adjustments for :Gain on Sale of Current Investments - -61,05,016Gain on Sale of Non Current Investments -56,48,246 -87,49,056Dividend Income on Non Current Investment -5,78,42,006 -5,43,77,028Interest income from FDR with Bank & Corporate -52,02,544 -31,82,268Interest income on Non Current Investments -21,49,000 -21,49,000Miscellaneous Income on Investments -3,26,704 -4,91,022Depreciation on Fixed Assets 2,630 3,055Provision for Gratuity (net of payment) 1,59,211 60,745Provision for Leave Encashment (net of payment) 73,825 18,560Loss on Sale of Non Current Investments - 2,328Provision for diminuition in value of Investments written back - -2,660Provision for diminution in value of Investments 7,66,65,675 630

---------------------------------------------------------------------------- ----------------------------------------------------------------Operating profit before working capital changes -5,76,107 30,10,142Adjustments for changes in working capital:Increase/ (-)Decrease in Trade Payables 7,39,633 -8,89,210Increase/ (-)Decrease in Other Long Term Liabilities 1,13,195 7,94,144Increase/ (-)Decrease in Other Current Liabilities 4,23,346 -15,68,282(-)Increase/ Decrease in Trade Receivables -3,07,350 -49,20,950(-)Increase/ Decrease in Other Current Assets - 14,500(-)Increase/ Decrease in Short Term Loans & Advances 3,25,206 9,19,462

---------------------------------------------------------------------------- ----------------------------------------------------------------Cash generated from / (-)used in Operations 7,17,924 -26,40,195Taxes Paid (net of refunds) -22,81,090 -46,76,390

---------------------------------------------------------------------------- ----------------------------------------------------------------Net Cash flow from / (-)used in Operating Activities (A) -15,63,166 -73,16,585

B. Cash Flow from Investing Activities:Purchase of Current Investments -1,90,00,000 -Investment in Corporate Deposits -7,70,00,000 -Purchase of Non Current Investments -3,21,00,000 -16,13,08,729Proceeds from Sale of Current Investments - 7,02,09,066Proceeds from Sale of Non Current Investments 4,37,33,702 3,72,47,698Dividend Income on Non Current Investment 5,78,42,006 5,43,77,028Interest received on Non Current Investments & FDR 55,09,042 53,45,708Miscellaneous Income on Investments 3,26,704 4,91,022Maturity Proceeds / (-)Investments in FDR 3,35,00,000 -25,00,000

---------------------------------------------------------------------------- ----------------------------------------------------------------Net cash flow from/(-) used in Investing Activities (B) 1,28,11,454 38,61,793



C. Cash Flow from Financing Activities:Dividend Paid -17,99,215 -17,61,755Tax on Dividend -2,97,795 -2,84,259Proceeds from Short Term Borrowings - 1,50,000Repayment of Short Term Borrowings -1,50,000 -

---------------------------------------------------------------------------- ----------------------------------------------------------------Net cash flow from/(-) used in Financing Activities (C) -22,47,010 -18,96,014

---------------------------------------------------------------------------- ----------------------------------------------------------------Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 90,01,277 -53,50,806

============= ===========Cash and Cash Equivalents at the Beginning of the Year 36,40,919 89,91,725Cash and Cash Equivalents at the End of the Year 1,26,42,196 36,40,919

---------------------------------------------------------------------------- ----------------------------------------------------------------Closing Cash and Cash Equivalents Comprise :Cash on hand 49,65,618 23,45,871Balances with Scheduled Banks:

In Current Accounts 65,66,654 1,38,159In Unclaimed Dividend Accounts 11,09,924 11,56,889

---------------------------------------------------------------------------- ---------------------------------------------------------------- Total 1,26,42,196 36,40,919

============= ===========







NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

Note -1 : Significant Accounting Policies

a. Basis of Preparation of Financial Statements

The Financial Statements have been prepared on the historical cost convention on accrual basis. The Generally AcceptedAccounting Principles in India (Indian GAAP) and the Indian Accounting Standards as notified in the Companies (AccountingStandards) Rules, 2006 and as referred to under section 211(3C) of the Companies Act, 1956 have been adopted by theCompany and disclosures made are in accordance with the requirements of Schedule VI of the Companies Act, 1956. Theaccounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

b. Use of Estimates

The preparation of Financial Statements in conformity with Indian GAAP requires the Management to make estimates andassumptions that affect the amounts reported in the Financial Statements and accompanying notes. Although theseestimates are based on the Management's best knowledge of the current events and actions the Company may undertakein the future, actual results could differ significantly from these estimates.

c. Revenue Recognition

Income is recognized on accrual basis to the extent that it is probable that the economic benefits will flow to the Companyand can be reliably measured. Where significant uncertainty exists on realization of revenue at the time of accrual, underlyingrevenue is not recognized to that extent.

Income from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have beenpassed to the buyer.

Dividend income from companies and Mutual Fund units is recognized as and when the Company becomes entitled to iti.e. after the declaration of dividend by the Investee Company / Mutual Fund. Interest income is recognized on accrualbasis taking into account, the amount invested and the rate of interest applicable. Interest on tax refund is accounted foron receipt basis.

d. Investments

The investments are held for long term and are valued at cost of acquisition. The Long-term investments are shown at bookvalue as reduced by provision for diminution in their respective values. Provision for diminution in value of investments is madeonly if in the opinion of the management, such decline is other than temporary and is provided for each investment individually.

The current maturities portion of long term investments is shown as Current Investments. Current Investments are carriedat cost or market/ quoted value whichever is less. On disposal of an investment, the difference between the carryingamount determined on average cost basis and the disposal proceeds, net of expenses, is recognized in the Statement ofProfit and Loss.

e. Cash and Cash Equivalents (for purposes of Cash Flow Statement)

Cash and Cash equivalents for the purpose of Cash Flow Statement comprise Cash at bank, Cash on hand and demanddeposits with bank with an original maturity of three months or less from the date of acquisition.

f. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before extraordinary items and tax is adjusted for theeffects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments anditem of income or expenses associated with investing or financing cash flows. The cash flows from operating, investingand financing activities of the company are segregated based on the available information.

g. Fixed Assets and Depreciation

Fixed assets are stated at cost less accumulated depreciation. Cost includes all incidental expenses incurred to bringassets to their present location.

Depreciation on fixed assets is provided on written down value method at the rates specified in the Schedule XIV to theCompanies Act, 1956.

h. Inventory

There is no inventory of publications as all unsold publications are returned to the Publisher and the purchase and sale ofpublications is accounted for on the basis of net sales only.



i. Tax Expense and Provision for Taxation

Tax expense comprises Current Tax and Deferred Tax. The provision for taxation is made annually on the basis of theassessable profits determined under the Income Tax Act, 1961 after considering the applicable tax allowances and exemptions.

Deferred tax reflects the impact of current year timing differences between taxable income and accounting income for theyear and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax lawsenacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent thatthere is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assetscan be realized.

j. Provision and Contingencies

The Company creates a provision when there is present obligation as a result of a past event that probably requires anoutflow of resources and a reliable estimate can be made of the amount of obligation.

A disclosure for a contingent liability, if any, is made by way of a Note, when there is a possible obligation or a presentobligation that probably will not require an outflow of resources or where a reliable estimate of the obligation can not be made.

k. Employee/ Retirement Benefits

Retirement benefits have been recognised in accordance with the Accounting Standard 15 as mentioned hereunder:

(A) Short term Employee Benefits

Short term employee benefits are recognized in the period during which the services have been rendered.

(B) Long Term Employee Benefits

(i) Defined contribution Plan

All employees of the Company are entitled to receive benefits under the Provident Fund, which is a definedcontribution plan. Both employees and employer make monthly contribution to the plan at a pre determined rateof employee's basic salary. These contributions to Provident Fund are administered and managed by a recognizedProvident Fund Trust. Contributions by Company to Provident Fund are expensed in the Statement of Profit andLoss, when the contributions are due.

(ii) Defined benefit Plan

(a) The liability on account of unavailed earned leave at the year end is provided for on actuarial valuationbasis using the projected unit credit method.

(b) The Company provides for gratuity, a defined benefit plan covering all eligible employees. In accordancewith the Payment of Gratuity Act, 1972, the plan provides a lump sum payment to vested employees atretirement, death, incapacitation or termination of employment. Liability with regard to the plan is determinedby actuarial valuation using the projected unit credit method as of balance sheet date and is expensed inthe Statement of Profit and Loss.

(c) The actuarial valuation takes note of actuarial gains and losses.

Ex-Gratia to employees is accounted for on payment basis.

l. Earnings Per Share

Basic Earnings Per Share is calculated by dividing the net profit for the year attributable to equity shareholders by theweighted average number of equity shares outstanding during the year. The Company has not issued any potential equityshares, and accordingly, the Basic Earnings Per Share and Diluted Earnings Per Share are same.

m. Impairment of Assets

All assets other than inventories are reviewed for impairment; wherever events or changes in circumstances indicate thatthe carrying amount may not be recoverable. Assets whose carrying value exceeds their recoverable amount are writtendown to the recoverable amount. An impairment loss, if any, is charged to Statement of Profit and Loss in the year in whichthe assets is identified as impaired. The impaired loss recognized in prior accounting periods is reversed / adjusted, ifthere has been a change in the estimate of the recoverable amount.




Note - 2: Share Capital (Amount in `)

Particulars As at As atMarch 31, 2014 March 31, 2013

Authorised

74,60,000 (Previous Year 74,60,000) Equity Shares of `10/- each. 7,46,00,000 7,46,00,000

54,000 (Previous Year 54,000) 6% Cumulative Preference Shares of `100/-each 54,00,000 54,00,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 8,00,00,000 8,00,00,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Issued29,48,296 (Previous Year 29,48,296) Equity Shares of `10/- each 2,94,82,960 2,94,82,960

======================= =======================Subscribed and Paid-up

29,19,722 (Previous Year 29,19,722) Equity Shares of 2,91,97,220 2,91,97,220`10/- each fully paid-up

28,045 (Previous Year 28,045) Equity Shares of ` 10/- 73,413 73,413

each forfeited, Amount paid up ---------------------------------------------------------------------------- --------------------------------------------------------------------------2,92,70,633 2,92,70,633

529 (Previous Year 529) Equity Shares of ` 10/- each, not exchanged(Face Value of Fractional Coupons) 5,290 5,290

---------------------------------------------------------------------------- -------------------------------------------------------------------------- Total 2,92,75,923 2,92,75,923

======================= =======================

a) There is no change in the Share Capital during the year and in the period of five years immediately preceding the dateas at which the Balance Sheet is prepared.

b) The Company has only one class of Equity Shares having a par value of ` 10 per Share. Each holder of Equity Sharesis entitled to one vote per share.

c) The Board of Directors has proposed a Dividend of `0.60 per Equity Share of the Company for the year ended 31stMarch, 2014 (31st March, 2013 : `0.60 per Equity Share). The dividend proposed by the Board of Directors is subjectto the approval of shareholders in the ensuing Annual General Meeting.

d) In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets ofthe Company, after distribution of all preferential amounts. The distribution will be in proportion to the number ofEquity Shares held by the Shareholders.

e) Detail of Shareholders holding more than 5% Shares


Number of Shares Number of Shares

Matrix Merchandise Limited 6,00,000 6,00,000

Mr. Vineet Jain 5,90,000 5,90,000

Sanmati Properties Limited 4,71,588 4,71,588

Ashoka Marketing Limited 3,00,000 3,00,000

Mahavir Finance Limited 2,00,000 2,00,000




(Amount in `)


Note - 3 : Reserves and SurplusCapital Redemption Reserve (a) 53,57,200 53,57,200

---------------------------------------------------------------------------- --------------------------------------------------------------------------Special Reserve

(U/s 45-IC of the Reserve Bank of India Act, 1934)Opening Balance 7,11,51,000 5,60,05,000

Add: Transferred from Surplus - 1,51,46,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Closing Balance (b) 7,11,51,000 7,11,51,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

General Reserve

Opening Balance 29,61,90,000 28,36,90,000

Add: Transferred from Surplus - 1,25,00,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

(c) 29,61,90,000 29,61,90,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Surplus in the Statement of Profit and LossBalance as per last Financial Statements 9,83,89,239 5,23,58,825

Add: Profit / (-) Loss after Tax for the Year -80,02,296 7,57,26,459

Less: Appropriations

Proposed Dividend 17,52,250 17,52,250

Tax on Proposed Dividend 2,97,795 2,97,795

Transferred to Special Reserve - 1,51,46,000

Transferred to General Reserve - 1,25,00,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Net Surplus in the Statement of Profit and Loss (d) 8,83,36,898 9,83,89,239---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total (a+b+c+d) 46,10,35,098 47,10,87,439============= ================

Note - 4 : Other Long Term Liabilities

Security Deposits from Sales Agents 67,05,769 65,92,574---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 67,05,769 65,92,574============= ================

Note - 5 : Long Term Provisions

Provision for Employee Benefits

Gratuity 9,47,760 7,76,904

Leave Encashment 5,61,817 4,86,534

Other Provisions

Doubtful Loans (refer Note 13) 2,85,557 2,85,557

Diminution in Value of Investments (refer Note 25) 7,67,35,731 70,056---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 7,85,30,865 16,19,051============= ================




(Amount in `)


Note - 6 : Short Term BorrowingsUnsecured

9% Loan from Fourth Estate Ltd., repayable on demand - 1,50,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total - 1,50,000============= ================

Note - 7 : Trade Payables

Trade Payables 92,09,857 84,70,223---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 92,09,857 84,70,223============= ================

Note - 8 : Other Current Liabilities

Other Liabilities 7,70,677 2,63,825

Unclaimed Redemption amount of Preference Share Capital 9,47,900 9,47,900

Expenses Payable 8,94,910 9,67,853

Duties & Taxes Payable 35,635 46,198

Unclaimed Dividends 11,09,776 11,56,741---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 37,58,898 33,82,517============= ================

Note - 9 : Short Term Provisions

Provision for Employee Benefits

Gratuity 14,981 26,626

Leave Encashment 8,450 9,908

Other Provisions

Proposed Dividend 17,52,250 17,52,250

Tax on Proposed Dividend 2,97,795 2,97,795---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 20,73,476 20,86,579============= ================

Note - 10 : Fixed Assets (Amount in `)GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at Additions Deletions/ As at Upto For the Disposals/ Upto As at As at1.04.2013 during Adjustments 31.03.2014 1.04.2013 Year Adjustments 31.03.2014 31.03.2014 31.03.2013

the year during the year during the year

Tangible AssetsNote Counting Machine 81,000 - - 81,000 62,095 2,630 – 64,725 16,275 18,905

Total 81,000 - - 81,000 62,095 2,630 - 64,725 16,275 18,905

Previous Year 81,000 - - 81,000 59,040 3,055 - 62,095 18,905 21,960




Note - 11 : Non Current Investments (Amount in `)

Particulars Face Shares/Units As at Shares/Units As atValue in No. March 31, 2014 in No. March 31, 2013

(Long Term - Other than Trade - At Cost)QUOTED

Fully Paid Equity Shares

Arth Udyog Ltd.* 10 90,000 6,34,375 90,000 6,34,375

Ashoka Marketing Ltd. 10 2,000 1,18,088 2,000 1,18,088

HDFC Bank Ltd. 2 28,69,565 3,31,65,000 28,69,565 3,31,65,000

Times Guaranty Ltd.* 10 600 77,000 600 77,000

PNB Finance & Industries Ltd. 10 5,597 1 5,597 1---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Sub-Total 3,39,94,464 3,39,94,464---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Bonds

6.70%, 10 Years, Tax Free Bonds of IndianRailway Finance Corporation Limited 1,00,000 200 2,00,00,000 200 2,00,00,000

8.09%, 10 Years, Tax Free Bonds of PowerFinance Corporation Limited 1,00,000 100 1,00,00,000 100 1,00,00,000

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Sub-Total 3,00,00,000 3,00,00,000

---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Quoted Investments (A) 6,39,94,464 6,39,94,464

---------------------------------------------------------------------------- ----------------------------------------------------------------------------

UNQUOTED

Fully Paid Equity SharesAvesthagen Ltd.* 7 1,05,591 7,50,00,000 1,05,591 7,50,00,000Bennett, Coleman & Co. Ltd. (BCCL) 10 7,00,41,600 30,19,312 7,00,41,600 30,19,312Bennett Property Holdings Co. Ltd. 10 1,16,73,600 - 1,16,73,600 -(Shares received under a scheme of demergerof BCCL valued at 'NIL' cost)Hindustan Times Ltd. 10 6,080 6,670 6,080 6,670Mahavir Finance Ltd. 100 1,000 10,150 1,000 10,150Matrix Merchandise Ltd. 10 2,60,000 2,61,300 2,60,000 2,61,300Sahujain Services Ltd. 10 500 5,038 500 5,038TM Investments Ltd. 10 1,40,000 14,01,500 1,40,000 14,01,500Times Publishing House Ltd. 10 24,000 2,41,200 24,000 2,41,200Times Business Solutions Ltd. 10 12,93,652 - 12,93,652 -(Shares received under a scheme of demergerof BCCL valued at 'NIL' cost)Vasuki Properties Ltd.* 10 1,07,485 96,23,500 1,07,485 96,23,500

---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Sub-Total 8,95,68,670 8,95,68,670

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Debentures and Bonds

Ahmedabad Mfg. & Calico Ptg.Co.Ltd.(15%Convertible Bonds)* 100 6 542 6 542

Ahmedabad Mfg. & Calico Ptg.Co.Ltd(15%Redeemable Bonds)* 116 25 2,619 25 2,619

Jayant Vitamins Ltd.(12.5% Non Convertible Deb.)* 50 10 500 10 500

Jayant Vitamins Ltd.(15% Non Convertible Deb.)* 15 43 645 43 645

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Sub-Total 4,306 4,306

---------------------------------------------------------------------------- ----------------------------------------------------------------------------




Note - 11 : Non Current Investments (contd.) (Amount in `)

Particulars Face Shares/Units As at Shares/Units As atValue in No. March 31, 2014 in No. March 31, 2013

Mutual Fund UnitsBirla Sun Life Dynamic Bond Fund Retail Growth 10 18,86,394 3,56,67,908 18,86,394 3,56,67,908

Birla Sun Life Short Term Fund Growth 10 7,19,349 3,00,00,000 7,19,349 3,00,00,000

DSP BlackRock Strategic Bond Fund -IP Growth 1,000 - - 25,480 3,28,80,700

HDFC Floating Rate Income Fund Long Term Growth 10 16,62,635 2,00,00,000 16,62,635 2,00,00,000

HDFC Liquid Fund Growth 10 6,66,231 1,00,00,000 6,66,231 1,00,00,000

HDFC Cash Management Savings Plan Growth 10 6,93,228 1,10,00,000 6,93,228 1,10,00,000

HDFC Short Term Plan Growth 10 5,50,025 1,20,00,000 5,50,025 1,20,00,000

ICICI Prudential Flexible Income Plan Reg Growth 100 96,016 1,85,09,671 96,016 1,85,09,671

ICICI Prudential Flexible Income Plan Direct Growth 100 2,115 5,00,000 - -

ICICI Prudential Income Opportunities Plan Reg Growth 10 8,76,734 1,35,85,076 8,76,734 1,35,85,076

ICICI Prudential Annual Interval Plan I Reg Growth 10 21,22,335 2,28,99,995 21,22,335 2,28,99,995

Reliance Floating Rate Fund Short Term Plan Direct Growth 10 8,11,905 1,58,00,000 - -

Reliance Regular Savings Fund Debt Plan Growth 10 9,72,068 1,58,00,000 - -

Templeton India Income Opportunities Fund Growth 10 54,39,127 5,73,77,661 54,39,127 5,73,77,661

Templeton India Short Term Income Plan Retail Growth 1,000 3,626 65,00,000 3,626 65,00,000

UTI Liquid Cash Plan Regular Growth 1,000 - - 890 10,38,966

UTI Money Market Fund Growth 1,000 3,519 71,89,393 5,558 1,13,55,183

UTI Treasury Advantage Fund - IP Growth 1,000 16,661 2,36,66,560 16,661 2,36,66,560

---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Sub-Total 30,04,96,265 30,64,81,720

---------------------------------------------------------------------------- ----------------------------------------------------------------------------

Corporate Deposit---------------------------------------------------------------------------- ----------------------------------------------------------------------------

9.90% Fixed Deposit with HDFC Ltd. 3,50,00,000 ----------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------

Sub-Total 3,50,00,000 ----------------------------------------------------------------------------- ----------------------------------------------------------------------------

Unquoted Investments (B) 42,50,69,241 39,60,54,696---------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------

Total Non- Current Investments * (A+B) 48,90,63,705 46,00,49,160============================= =============================

* Before Provision for Diminution in Value of Investments (refer Note 5)

Market Value of Quoted Investments 2,17,91,46,250 1,82,48,99,081

NAV of Unquoted Mutual Fund Units 38,94,19,272 37,02,35,514




Note - 12 : Deferred Tax Assets (Net)

(Amount in `)

Particulars As at March 31, 2014 As at March 31, 2013

Deferred Tax Deferred Tax Deferred Tax Deferred TaxAsset Liability Asset Liability

Deferred Tax Assets (Net) arising on account of:

Depreciation - 1,377 - 1,541

Provision for Doubtful Loans 92,649 - 92,649 -

Provision for Gratuity 3,12,361 - 2,60,705 -

Provision for Leave Encashment 1,85,023 - 1,61,071 -

Total 5,90,033 1,377 5,14,425 1,541

Deferred Tax Assets (Net) 5,88,656 5,12,884

Rounded Off 5,89,000 5,13,000

Note - 13 : Long Term Loans and Advances(Amount in `)


(Unsecured, considered good, unless stated otherwise)Loans (Considered Doubtful)* 2,85,557 2,85,557

MAT Credit Entitlement 84,13,650 79,55,730---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 86,99,207 82,41,287====================== ======================

* 100% Provision created. Refer Note 5

Note - 14 : Current Investments(Amount in `)

Particulars Face Units As at Units As atValue in No. March 31, 2014 in No. March 31, 2013

Current maturities of Long Term Investments -Valued at CostQuotedMutual FundsICICI Prudential FMP Series 69-366 DaysPlan-G Direct Growth 10 19,00,000 1,90,00,000 - -

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Total Quoted Investments (A) 1,90,00,000 -

---------------------------------------------------------------------------- ----------------------------------------------------------------------------UnquotedCorporate Deposits9.90% Fixed Deposit with HDFC Ltd. 4,20,00,000 -

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Total Unquoted Investments (B) 4,20,00,000 -

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Total Current Investments (A+B) 6,10,00,000 -

---------------------------------------------------------------------------- ----------------------------------------------------------------------------Aggregate of Quoted Investments:Book Value 1,90,00,000 -Market Value 2,02,83,640 -(NAV of Quoted Mutual Funds considered as MarketValue in the absence of Market Quotations)




(Amount in `)


Note - 15 : Trade Receivables

Unsecured, Considered Good

Trade Receivables

Outstanding for a period of 6 months or less 1,26,22,864

Outstanding for a period of more than 6 months 8,01,173 1,34,24,037 1,31,16,687---------------------------------------------------------------------------- ---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 1,34,24,037 1,31,16,687============= ================

Note - 16 : Cash and Bank Balances

Cash and Cash Equivalents

Balances with Scheduled Banks

In Current Accounts 65,66,654 1,38,159

Cash on Hand 49,65,618 23,45,871

Bank Balance in Unclaimed Dividend Accounts 11,09,924 11,56,889---------------------------------------------------------------------------- --------------------------------------------------------------------------

Sub-Total 1,26,42,196 36,40,919============= ================

Other Bank Balances

Fixed Deposits with ICICI Bank Ltd. - 3,35,00,000---------------------------------------------------------------------------- --------------------------------------------------------------------------

Sub-Total - 3,35,00,000============= ================---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 1,26,42,196 3,71,40,919============= ================

Note - 17 : Short Term Loans and Advances

Unsecured, Considered Good

Advances Recoverable in Cash or Kind 9,92,583 11,67,423

Prepaid Expenses 1,57,460 3,07,826

Income Tax Paid (Net of Provisions) 6,80,825 6,27,004---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 18,30,868 21,02,252============= ================

Note - 18 : Other Current Assets

Interest Receivable on Bonds 9,01,757 9,01,757

Interest accrued on Bank Deposits - 5,58,439

Interest accrued on Corporate Deposits 24,00,941 -

Stamps - in - Hand 21,900 21,900---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 33,24,598 14,82,096============= ================




(Amount in `)


Note - 19 : Revenue from Operations

Sale of Newspapers 57,78,58,335 55,82,94,892

Sale of Magazines 3,53,42,353 3,44,19,835---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 61,32,00,688 59,27,14,727============= ================

Note - 20 : Other Income

Interest Income (Tax Free) on Long Term Investments 21,49,000 21,49,000

Interest on Bank Deposits 25,34,830 31,82,268

Interest on Corporate Deposits 26,67,714 -

Other Interest Income 952 14,503---------------------------------------------------------------------------- --------------------------------------------------------------------------

(A) 73,52,496 53,45,771============= ================

Dividend Income on Long Term Investments 5,78,42,006 5,43,77,028

Gain on Sale of Non Current Investments 56,48,246 87,49,056

Gain on Sale of Current Investments - 61,05,016

Sundry Balances /Excess provision written back 29,414 41,02,549

Miscellaneous Income 3,76,704 5,69,408---------------------------------------------------------------------------- --------------------------------------------------------------------------

(B) 6,38,96,370 7,39,03,057============= ================

Total (A+B) 7,12,48,866 7,92,48,828============= ================

Note - 21 : Purchase of Stock in Trade

Purchase of Newspapers 56,52,30,648 54,66,22,853

Purchase of Magazines 3,49,27,896 3,39,67,088---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 60,01,58,544 58,05,89,941============= ================

Note - 22 : Employee Benefits Expense

Salaries and Wages 53,53,550 44,49,967

Contribution to Provident Fund 2,83,924 2,67,984

Employee Welfare 5,57,233 5,10,861

Recruitment Expenses - 1,43,311---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 61,94,707 53,72,123============= ================




(Amount in `)


Note - 23 : Finance Costs

Interest Expense :

On Security Deposits 4,51,503 4,18,325

On Delay in Deposit of Taxes 23,231 20,829

On Short Term Borrowings 1,036 111

---------------------------------------------------------------------------- --------------------------------------------------------------------------Total 4,75,770 4,39,265

============= ================

Note - 24 : Other Expenses

Selling & Distribution Expenses 51,05,613 51,03,740

Payment to Contractual Staff 1,71,364 2,54,524

Payment to Auditors :

as Audit Fee 50,562 33,708

as Tax Audit Fee 8,427 8,427

for Other Services 8,427 8,427

Books, Printing & Stationery Charges 1,71,610 1,63,629

Directors' Sitting Fees 1,50,000 3,30,000

Insurance Expenses 55,927 48,011

Legal & Professional Charges 2,68,252 2,67,009

AGM Expenses 1,29,484 1,30,225

Rent 792 792

Rates, Taxes & Filing Fees 44,199 63,842

Repair & Maintenance 7,965 11,434

Subscription & Membership Fees 19,101 19,101

Travelling & Conveyance Expenses 7,74,370 8,06,914

Telephone & Postage Expenses 90,198 93,785

Advertising Expenses 44,960 62,216

Assets / Balances Written off 56,979 -

Loss on sale of Non Current Investments - 2,328

Prior Period Expenses - 12,000

Bank Charges 12,377 1,493

Miscellaneous Expenses 90,569 1,56,063---------------------------------------------------------------------------- --------------------------------------------------------------------------

Total 72,61,176 75,77,667============= ================




Note 25. The Provision for Diminution in Value of Investment as under: (Amount in `)


Provision for Diminution as at the beginning of the year 70,056 72,086

Add: *Provision made during the year 7,66,65,675 630

Less: Provision no longer required Nil 2,660

Provision for Diminution as at the end of the year 7,67,35,731 70,056

* Pursuant to the provisions of Accounting Standard - 13 "Accounting for Investments", provision made during the yearmainly includes an amount of `7.50 Crores towards 100% diminution in the value of investments in equity shares ofAvesthagen Ltd. ("the Company"), as the Company has continuously reported losses since last six years and the bookvalue of its equity share stands at a negative value.

Note 26. Earnings Per Share


Net Profit / (Loss) attributable to equity shareholders (in `) (-) 80,02,296 7,57,26,459

Weighted Average number of equity shares outstanding during the year 29,20,251 29,20,251

Nominal Value Per Equity Share (in `) 10 10Basic & Diluted Earnings per Share (in `) (-) 2.74 25.93

Note 27. Contingent Liabilities and Commitments (to the extent not provided for):

a) Claim against the Company not acknowledged as Debt ` 22,192 (Previous Year `22,192).

b) Liability on account of cases pending before the Labour Court at New Delhi, amount unascertained (PreviousYear: amount unascertained).

Note 28. Acceptance of Public Deposits

During the current year the Company has not accepted any deposits from Public and the Board of Directors havepassed the necessary resolution as required under the RBI Act, 1934. The prudential norms prescribed by ReserveBank of India have been complied with.

Further, the Company is a NBFC registered with RBI having Registration No.B-14.00130 dt. 14.10.2002. However,the trading income from the Company's business of sale of newspaper and magazine publications is more than 50%of the total income. In view of this and also the expectation of further expansion in trading business in near future, theCompany is contemplating surrendering its NBFC registration during FY 2014-15.

Note 29. Employee Benefits:

As per Accounting Standard -15 "Employee Benefits", the disclosures as defined in the Accounting Standard are given below:

During the year, the Company has recognised the following amount in the Statement of Profit and Loss:

(a) Defined Contribution Plan

Employer's Contribution to PF ` 2,83,924/- (P.Y. ` 2,67,984/-)

(b) The assumptions used to determine the defined benefit obligations are as follows:

Particulars Gratuity Leave Encashment(Non-funded) (Non-funded)

31.03.14 31.03.13 31.03.14 31.03.13

Discounting Rate 8.50% p.a. 7.75% p.a. 8.50% p.a. 7.75% p.a.

Future Salary Increase 10.00% p.a. 9.00% p.a. 10.00% p.a. 9.00% p.a.

Mortality Table IALM (2006-08) IALM (1994-96) IALM (2006-08) IALM (1994-96)

Expected Rate of Return on Plan Assets N.A. N.A. N.A N.A

Expected Average Remaining working

lives of employees 18.19 Years 19.19 Years 18.19 Years 19.19 Years

The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotionand other relevant factors on long term basis.



NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014(c) Reconciliation of Opening and Closing balances of defined benefit obligations: (Amount in `)


31.03.14 31.03.13 31.03.14 31.03.13Present Value of obligation as atthe beginning of year 8,03,530 7,42,785 4,96,442 4,77,882Past service cost - - - -Current service cost 1,39,046 1,00,773 1,36,101 1,03,091Interest cost 62,274 57,566 38,474 37,036Benefits paid - - - (35,200)Actuarial (gain)/loss (42,109) (97,594) (1,00,750) (86,367)Present Value of obligation as at theend of year 9,62,741 8,03,530 5,70,267 4,96,442

(d) Movement in the Liability Recognised in the Balance Sheet: (Amount in `)


31.03.14 31.03.13 31.03.14 31.03.13Carrying Amount at the 8,03,530 7,42,785 4,96,442 4,77,882beginning of the yearAdditional Provisions made 1,59,211 60,745 73,825 53,760during the yearAmount used during the year - - - 35,200Carrying Amount at the end 9,62,741 8,03,530 5,70,267 4,96,442of the year

(e) Expenses recognised in the Statement of Profit and Loss: (Amount in `)


31.03.14 31.03.13 31.03.14 31.03.13

Current service cost 1,39,046 1,00,773 1,36,101 1,03,091Past service cost - - - --Interest cost 62,274 57,566 38,474 37,036Expected return on plan assets - - - --Curtailment cost / (Credit) - - - --Settlement cost / (credit) - - - --Net actuarial (gain) / loss recognized (42,109) (97,594) (1,00,750) (86,367)in the periodExpenses recognized in the statement 1,59,211 60,745 73,825 53,760of profit & losses

(f) Reconciliation Statement of Expenses in the Statement of Profit and Loss: (Amount in `)


31.03.14 31.03.13 31.03.14 31.03.13

Present value of obligation as 9,62,741 8,03,530 5,70,267 4,96,442at the end of periodPresent value of obligation as 8,03,530 7,42,785 4,96,442 4,77,882at the beginning of the periodBenefits paid – – – 35,200Actual return on plan assets – – – –Acquisition adjustment – – – –Expenses recognized in the 1,59,211 60,745 73,825 53,760statement of profit & losses




(g) Bifurcation of PBO at the end of the year as per Schedule VI to the Companies Act, 1956: (Amount in `)


31.03.14 31.03.13 31.03.14 31.03.13

Current Liability 14,981 26,626 8,450 9,908Non Current Liability 9,47,760 7,76,904 5,61,817 4,86,534Total PBO at the end of the year 9,62,741 8,03,530 5,70,267 4,96,442

(h) Amount for the current year and the previous four years: (Amount in `)

Particulars 31.03.14 31.03.13 31.03.12 31.03.11 31.03.10

Gratuity :

Present value of obligation as at the end of year 9,62,741 8,03,530 7,42,785 7,41,245 5,60,537

Fair value of plan assets - - - - -

Surplus/ (deficit) - - - - -

Experience adjustment on plan liabilities (loss)/ gain 72,618 80,474 57,329 2,641 -

Leave Encashment :

Present value of obligation as at the end of year 5,70,267 4,96,442 4,77,882 5,75,349 4,45,269

Fair value of plan assets - - - - -

Surplus/ (deficit) - - - - -

Experience adjustment on plan liabilities (loss)/ gain 1,21,130 75,848 1,41,444 61,552 -

Note 30. The Company's operations comprise of only one business segment, viz. 'Distribution of Newspapers andMagazines'. As such, there is no other business segment or geographical segment as per Accounting Standard-17 on"Segment Reporting".

Note 31. Related Party Disclosures

In accordance with the requirements of Accounting Standard (AS)-18 "Related Party Disclosures", the names of the relatedparty where control/ability to exercise significant influence exists, along with the aggregate transactions and year endbalances with them as identified and certified by the management are given below:

a) List of Related Parties and Relationships

Name of the Company/ Person Relationship

Mr.Vineet Jain Substantial Interest holder

Ashoka Marketing Ltd. and its subsidiary Co. Sanmati Properties Ltd. Substantial Interest holders

Matrix Merchandise Ltd. Substantial Interest holder

Vasuki Properties Ltd. Substantial Interest held in Investee Company

Bennett, Coleman & Co. Ltd. Substantial Interest held in Investee Company




b) Details of Related Party Transactions during the year in the ordinary course of the business.(Amount in `)

Name of the Party Nature of Amount for the Amount OutstandingTransaction Year ended as on

March 31, March 31, March 31, March 31,2014 2013 2014 2013

Ashoka Marketing Ltd. Dividend Paid 1,80,000 1,80,000 - -

Sanmati Properties Ltd. Dividend Paid 2,82,953 2,82,953 - -

Matrix Merchandise Ltd. Dividend Paid 3,60,000 3,60,000 - -

Vasuki Properties Ltd Purchase of Equity - 41,25,000 96,23,500 96,23,500Shares and closingbalance of Investment

Mr. Vineet Jain Dividend Paid 3,54,000 3,54,000 - -

Bennett, Coleman & Co. Ltd. Purchases (Net) 60,00,45,668 58,04,38,366 92,00,182 84,57,323(Cr) (Cr)

Bennett, Coleman & Co. Ltd Reimbursements 4,03,97,610 3,71,86,766 3,66,709 2,10,734(Dr) (Dr) (Cr) (Dr)

4,09,75,053 3,80,92,884(Cr) (Cr)

Bennett, Coleman & Co. Ltd Dividend received 4,20,24,960 4,20,24,960 30,19,312 30,19,312and Investment inEquity Shares atthe end of the year

Note 32. Quantitative Information in respect of Purchases and Sales of Newspapers & Magazines:

Name of the Opening Stock Purchases (Net of Returns) Sales (Net of Returns) Closing Stock

product Qty. (nos.) Value Qty. (nos.) Value Qty. (nos.) Value Qty. (nos.) Value

Newspapers Nil Nil 19,40,48,930 56,52,30,648 19,40,48,930 57,78,58,335 Nil Nil

Previous Year Nil Nil 19,74,97,542 54,66,22,853 19,74,97,542 55,82,94,892 Nil Nil

Magazines Nil Nil 7,76,927 3,49,27,896 7,76,927 3,53,42,353 Nil Nil

Previous Year Nil Nil 8,34,502 3,39,67,088 8,34,502 3,44,19,835 Nil Nil

Note 33. The Company has a system of obtaining the confirmations from its suppliers / service providers to identify MicroEnterprises or Small Enterprises under the "The Micro,Small and Medium Enterprises Development Act, 2006".Based on the information so far available with the Company, there are no outstanding dues to such enterprises.

Note 34. Foreign Exchange earnings and outgo during the period are as follows:

Particulars Amount (`)Earning Nil (Previous Year - Nil)Outgo Nil (Previous Year - Nil)

Note 35. Previous year's figures have been regrouped and / or rearranged, wherever necessary.Note 36. Figures have been rounded off to the nearest rupee.







DISCLOSURE IN THE BALANCE SHEET OF A NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANYAS ON 31ST MARCH, 2014

(as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding Companies PrudentialNorms (Reserve Bank) Directions, 2007

(Amount in `)

Particulars Amount Amount

Liabilities side : Outstanding Overdue

(1) Loans and advances availed by the NBFCs inclusive of interestaccrued thereon but not paid:(a) Debentures:

Secured Nil NilUnsecured Nil Nil(other than falling within the meaning of public deposits*)

(b) Deferred Credits Nil Nil(c) Term Loans Nil Nil(d) Inter-corporate loans and borrowing Nil Nil(e) Commercial Paper Nil Nil(f) Other Loans (specify nature) Nil Nil

Assets side : Amountoutstanding

(2) Break-up of Loans and Advances including bills receivables[other than those included in (4) below]:(a) Secured NIL(b) Unsecured 2,85,557

(3) Break up of Leased Assets and stock on hire and other assetscounting towards AFC activities:(i) Lease assets including lease rentals under sundry debtors : Nil

(a) Financial lease Nil(b) Operating lease Nil

(ii) Stock on hire including hire charges under sundry debtors : Nil(a) Assets on hire Nil(b) Repossessed Assets Nil

(iii) Other loans counting towards AFC activities Nil(a) Loans where assets have been repossessed Nil(b) Loans other than (a) above Nil

(4) Break-up of Investments :Current Investments :1. Quoted :

(i) Shares : (a) Equity Nil(b) Preference Nil

(ii) Debentures and Bonds Nil(iii) Units of mutual funds 1,90,00,000(iv) Government Securities Nil(v) Others (Please specify) Nil

2. Unquoted :(i) Shares : (a) Equity Nil

(b) Preference Nil(ii) Debentures and Bonds Nil(iii) Units of mutual funds Nil(iv) Government Securities Nil(v) Others (Corporate Deposits) 4,20,00,000

Long Term investments :1. Quoted :

(i) Shares : (a) Equity 3,39,94,464(b) Preference Nil

(ii) Debentures and Bonds 3,00,00,000(iii) Units of mutual funds Nil(iv) Government Securities Nil(v) Others (Please specify) Nil



Assets side : Amountoutstanding

2. Unquoted :(i) Shares : (a) Equity 8,95,68,670

(b) Preference Nil(ii) Debentures and Bonds 4,306(iii) Units of mutual funds 30,04,96,265(iv) Government Securities Nil(v) Others (Corporate Deposits) 3,50,00,000

(5) Borrower group-wise classification of assets financed as in (2) and (3) above :

Amount net of provisionsCategorySecured Unsecured Total

1. Related Parties – – –(a) Subsidiaries – – –(b) Companies in the same group – –(c) Other related parties. – – –

2. Other than related parties NIL NIL NIL

Total NIL NIL NIL

(6) Investor group-wise classification of all investments (current and long term) in shares and securities (bothquoted and unquoted):

Market Value/ Book ValueCategory Break-up (Net of

or Fair Value Provisions)or NAV

1. Related Parties(a) Subsidiaries – –(b) Companies in the same group – –(c) Other related parties 17,60,35,67,606 1,17,94,680

2. Other than related parties 2,80,01,48,861 46,15,33,294

Total 20,40,37,16,467 47,33,27,974

(7) Other Information

Particulars Amount

(I) Gross Non-performing Assets(a) Related parties Nil(b) Other than related parties 2,85,557

(ii) Net Non Performing Assets(a) Related parties Nil(b) Other than related parties Nil

(iii) Assets acquired in satisfaction of debt. Nil





BHARAT NIDHI LIMITEDCIN :L74899DL1942PLC000644

Registered Office : Second Floor, 9-10, Express Building, Bahadur Shah Zafar Marg, New Delhi - 110002Email : [email protected], Website : www.bharatnidhi.com; Phone No. 011-48562982

ATTENDANCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

DP Id/ Client Id*

Folio No.

No. of shares

* Mandatory for investors holding shares in electronic form.

NAME OF THE SHAREHOLDER/PROXY:

I hereby record my presence at the 71st Annual General Meeting of the Members of Bharat Nidhi Limited held at ShriPurushottam Hindi Bhawan, 11, Vishnu Digambar Marg, Delhi - 110 002 on Friday, the 26th September, 2014, at 11.30 A.M.

Signature of Shareholder / proxy............................................

BHARAT NIDHI LIMITEDCIN :L74899DL1942PLC000644

Registered Office :Second Floor, 9-10, Express Building, Bahadur Shah Zafar Marg, New Delhi - 110002Email : [email protected], Website :www.bharatnidhi.com; Phone No. 011-48562982

PROXY FORM

Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies Act, (Management & AdministrationRules), 2014

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id/ DP ID:

I/We, being the member (s) of ...........................................…………….. shares of the above named company, hereby appoint

1. Name: ……………………………………………............................................……………………………………………….....….......

Address: ……………………………………………….....……………………………………………................…………….....….......

E-mail Id: ……........…………………………………….....……………………………………………….....……………………….....

Signature: ……………………………………………….....…………………………………………………….....…....... or failing him

2. Name: ……………………………………………….....……………………………………………….....…………………….....….......

Address: ……………….........................………………………………….....……………………………………………….....….......

E-mail Id: ……………………………………………….....………………….....……………………………………………….....…......

Signature:……………………………………………….....………….……….....…………………………….....…....... or failing him

3. Name: ……………………………………………….....……………………………………………………………………….....….......

Address: ……………………………………………….....……………………………………………….....………………….....….......

E-mail Id: ……………………………………………….....……………………………………………….......……………….....…......

Signature:………………………..…………………………………………….....…………………………….....….........................

and whose signatures are appended above, as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 71stAnnual General Meeting of the Company, to be held on 26th day of September, 2014 At 11.30 a.m. at Shri Purushottam HindiBhawan, 11, Vishnu Digambar Marg, Delhi - 110 002 and at any adjournment thereof in respect of such resolutions as are indicatedbelow:

NO GIFTS / SNACKS COUPONS SHALL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING

Resolution No.

Ordinary business

1. Adoption of Audited Financial Statements of the Company as at 31st March, 2014 and the Report of the Board of Directorsand the Auditors thereon.

2. Approval of Dividend on Equity Shares of the Company.

3. Appointment of a Director in place of Mr. Ashok Talwar, who retires by rotation and, being eligible, offers himself forreappointment.

4. Appointment of a Director in place of Mr. Punit Jain who retires by rotation and, being eligible, offers himself forreappointment.

5. Appointment of M/s. Surendra Subhash & Co., Statutory Auditors to hold the office from the conclusion of this Meetinguntil the conclusion of the next 72nd Annual General Meeting.

SPECIAL BUSINESS:

6. Appointment of Ms. Amita Gola as an Independent Director

7. Appointment of Mr. Vijay Bhushan as an Independent Director

8. Appointment of Mr. B. Chintamani Rao as an Independent Director

9. Appointment of Mr. Mukesh Gupta as an Independent Director

10. Approval of the appointment of Ms. Divya Kohli as Manager of the Company

Signed this.......................day of…...............…2014

Signature of shareholder

Signature of Proxy Holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the Meeting.

Affixrevenuestamp of

appropriatevalue

bharat nidhi limited - invidevsecure-file-server.invidev.com/uploads/file_products/file... · 2017....

Documents