the first custodian fund (india) ltd. · cash flow statement 48 balance sheet abstract 49 ... the...

CONTENTSNotice 2

Board Report 11

Extract of Annual Return 23

Attendance Slip 31

Proxy 32

Indepandent Audit Report 33

Balance Sheet 39

Profit & Loss Account 40

Notes 41

Cash Flow Statement 48

Balance Sheet Abstract 49

Annual General Meeting of the Company will held on Saturday,27th August, 2016 at the registered office of the Companyat 11.00 A.M. at C/o Vikram Automobile Painting Workshop Pvt. Ltd.,Plot No. 3B/2 Phase III, Kasba Industrial Estate, Near Desun Hospital,Kolkata – 700107.

The First Custodian Fund (India) Ltd.


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THIRTIETH ANNUAL REPORT 2015 – 2016

BOARD OF DIRECTORS

Surendrakumar Banthia ChairmanSushil Mantri* DirectorManish Banthia Executive DirectorGiriraj Kumar Dammani# Managing Director

* Resigned w.e.f. 13th July, 2015 #Appointed w.e.f. 13th July, 2015

AUDITORSM/s. Paresh D. Shah & Co.

Chartered Accountants

BANKERSOriental Bank of Commerce

HDFC Bank

REGISTERED OFFICE11, Camac Street,

Kolkata 700 017

CORPORATE OFFICE3, Surya Mahal, 3rd Floor,Nagindas Master Road,Fort, Mumbai 400 023

REGISTRAR & SHARE TRANSFER AGENTSSharex Dynamic (India) Private Limited,

Unit-1, Luthra Ind. Premises,Andheri - Kurla Road, Safed pool,

Andheri (E), Mumbai 400072Tel: 28515606 / 28515644

Fax: 28512885E mail: [email protected]

Website: www.sharexindia.com


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NOTICE

NOTICE is hereby given that the Thirtieth Annual General Meeting of the members of THE FIRSTCUSTODIAN FUND (INDIA) LIMITED will be held on Saturday, 27th day, August, 2016 at 11.00 A.M.at C/o Vikram Automobile Painting Workshop Pvt. Ltd., Plot No.3B/2 Phase III, Kasba Industrial Estate,Near Desun Hospital, Kolkata – 700107 to transact the following business:

ORDINARY BUSINESS:1. To consider and adopt the Audited Financial Statement of the Company for the financial year

ended March 31, 2016 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Surendra Kumar Banthia, who retires by rotation andbeing eligible, offer himself for re-appointment.

3. Appointment of Statutory Auditors

To consider and, if thought fit, to pass with or without modification(s), the following Resolutionas an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions,if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules,2014, (the Rules), (including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force), M/s. Paresh D. Shah & Co., Chartered Accountants, Mumbai having ICAI FirmRegistration No.107500W, who have offered themselves for re-appointment and have confirmedtheir eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, andRule 4 of the Rules, be and are hereby re-appointed as Statutory Auditors of the Company forthe Company’s financial year 2016-2017, to hold office from the conclusion of this Annual GeneralMeeting until the conclusion of the next Annual General Meeting of the Company on suchremuneration as may be agreed upon by the Board of Directors and the Auditors, in addition toservice tax and re-imbursement of out of pocket expenses incurred by them in connection withthe audit of Accounts of the Company.”

SPECIAL BUSINESS:

4. To appoint Mr. Giriraj Dammani (DIN: 00333241) as a Director and in this regard, to consider, andif thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisionsof the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors)Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time beingin force), Mr. Giriraj Dammani (DIN: 00333241), who was appointed as an Additional Directorpursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles ofAssociation of the Company and who holds office up to the date of this Annual General Meetingand 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, beand is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all suchacts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirableand expedient to give effect to this resolution.”


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5. To appoint Mr. Giriraj Dammani (DIN: 00333241) as a Managing Director of the Company and inresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, and other applicableprovisions, if any, of the Companies Act, 2013 (the said Act) including Schedule V of the said Actas amended up-to-date, consent and approval be and is hereby accorded to the appointmentand payment of remuneration and perquisites to Mr. Giriraj Dammani as the Managing Directorof the Company for a period of five years with effect from 13th July, 2015.

RESOLVED FURTHER THAT Mr. Giriraj Dammani shall be paid remuneration not exceeding Rs.45,000/- per month excluding the perquisites as permissible under Schedule V of the CompaniesAct, 2013 and shall be eligible for increments as may be decided by the Board of Directors fromtime to time annually, if permissible as per the provisions of the Act.

RESOLVED FURTHER THAT the terms and conditions of appointment shall be as per the letter ofappointment as approved by the Board at its meeting held on 13th July, 2015 be and is herebyapproved.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorizedto vary or increase the remuneration to the extent the Board of Directors may consider appropriateand as may be authorized in accordance with any provision under the Act for the time being inforce provided, however, that the remuneration and perquisites payable to Mr. Giriraj Dammanishall be within the limits set out in the said Act including the said Schedule V to the Act or anyamendments thereto or any modification(s) or statutory re-enactment(s) thereof and/or anyrules or regulations framed there under provided that the terms of the letter of appointmentbetween the company and Mr. Giriraj Dammani shall be suitably modified to give effect to suchvariation or increase as the case may be.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year ofthe Company during the term of office of Mr. Giriraj Dammani as Managing Director of theCompany, the remuneration and perquisites set out in the aforesaid letter of appointment bepaid or granted to Mr. Giriraj Dammani as minimum remuneration provided that the totalremuneration by way of salary, perquisites and other allowances shall not exceed the ceilingprovided in Part II (A) of Schedule V to the said Act or such other amount and perquisites as maybe provided in the said Schedule V whether or not amended from time to time or any equivalentstatutory re-enactment(s) thereof.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all suchacts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirableand expedient to give effect to this resolution.”

NOTES:

1. The relative Explanatory Statements, pursuant to Section 102 of the Companies Act, 2013, inrespect of the businesses under Item No. 4 & 5 of the accompanying Notice are annexed hereto.


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2. A statement giving the relevant details of the Director seeking re-appointment under Item No. 2 ofthe accompanying Notice, as required by Regulation 36 (3) of the SEBI (LODR) Regulations, 2015is annexed herewith.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBEROF THE COMPANY.

THE INSTRUMENT APPOINTING A PROXY SHOULD BE DEPOSITED AT THE REGISTERED OFFICEOF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENTOF THE MEETING i.e. by 11.00 a.m. on Thursday, 25th August, 2016.

4. A person can act as a proxy on behalf of Members not exceeding fifty in number and holding inthe aggregate not more than ten percent of the total share capital of the Company carryingvoting rights. A member holding more than ten percent of the total share capital of the Companycarrying voting rights may appoint a single person as a proxy and such person shall not act asproxy for any other person or shareholder.

5. Corporate Members intending to send their authorized representatives to attend the Meetingpursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, acertified copy of the relevant Board Resolution together with their respective specimen signaturesauthorizing their representative(s) to attend and vote on their behalf at the Meeting.

6. Members are requested to bring their attendance slips duly completed and signed mentioningtherein details of their DP ID and Client ID/ Folio No.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the orderof names will be entitled to vote at the Meeting.

8. Relevant documents referred to in the accompanying Notice and in the Explanatory Statementsare open for inspection by the Members at the Company’s Registered Office on all working daysof the Company, during business hours up to the date of the Meeting.

9. Pursuant to the provisions of Section 91 of the Act, the Register of Members and Share TransferBooks of the Company shall remain closed on all days from Monday, 22nd August, 2016 toSaturday, 27th August, 2016, both days inclusive.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in the securities market. Members holding sharesin electronic form are, therefore, requested to submit their PAN to the Depository Participantswith whom they maintain their demat accounts. Members holding shares in physical form shouldsubmit their PAN to the Company.


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11. Members desiring any relevant information on the Accounts at the Annual General Meetings arerequested to write to the Company at least seven days in advance, so as to enable the companyto keep the information ready. Members can also email their queries at the email address of theCompliance Officer, Mr. Chandrakant Pandey ([email protected])

12. Members holding shares in physical form are requested to notify/send the following to theCompany’s Registrar and Transfer Agents to facilitate better service:

i. Any change in their address andii. Share certificate(s) held in multiple accounts in identical names or joint accounts in the

same order of the names for consolidation of such holdings into one account.

13. Members holding shares in electronic form are advised that address/bank details as furnished tothe Company by the respective Depositories, viz. NSDL and CDSL will be printed on the dividendwarrants. Members are requested to inform the concerned Depository Participants of any changein address, etc.

14. Members holding shares in physical form and desirous of making a nomination in respect oftheir shareholding in the Company, as permitted under Section 72 of the Act, are requested tosubmit details to the Registrar and Transfer Agents of the Company, in the prescribed Form SH-13 for this purpose.

15. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses with the Company’s Registrar and Transfer Agents for receiving communicationfrom the Company in electronic form.

16. Information required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 relating toDocuments & Information to Shareholders with respect to the Directors being appointed andDirectors retiring by rotation and being eligible, seeking re-appointment are as under:

Particulars Mr. Surendra Kumar Banthia Mr. Giriraj Dammani

Director Identification Number(DIN) 00116969 00333241Date of Birth 25/07/1953 24/05/1958Nationality Indian IndianDate of Appointment 21/08/1995 13/07/2015Qualifications B. Com B. ComShareholding in The First CustodianFund (India) Limited 74,500 Shares NILExpertise in specific functional areas Wide experience in Share Finance / Administration

Trading since last 20 years BankingDirectorships in other PublicLimited Companies NIL NILMemberships of Committees inother Public Limited Companies(includes only Audit & Shareholders /Investors Grievances Committee) NIL NIL


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PROCESS FOR MEMBERS OPTING FOR E-VOTING

Voting through electronic means

In case of members receiving e-mail:(i) The voting period begins on Wednesday, 24th August, 2016 at 9.00 a.m. and ends on Friday,

26th August, 2016 at 5.00 p.m. During this period shareholders’ of the Company, holdingshares either in physical form or in dematerialized form, as on the cut-off date (Record Date)of Saturday, 20th August, 2016, may cast their vote electronically. The e-voting module shallbe disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled tovote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.(v) Now enter your User ID:

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client IDc. Members holding shares in Physical Form should enter Folio Number registered with

the Company.(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as physicalshareholders).

· Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of theirname and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of thename in CAPITAL letters. Eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)as recorded in your demat account or in the company records inorder to login.

· If both the details are not recorded with the depository or companyplease enter the member id / folio number in the Dividend Bank detailsfield as mentioned in instruction (iv).

OR Date of Birth (DOB)


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

(x) Members holding shares in physical form will then directly reach the Company selectionscreen. However, Members holding shares in demat form will now reach ‘Password Creation’menu wherein they are required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used by the demat holders forvoting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your passwordconfidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting onthe resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant The First Custodian Fund (India) Limited on which youchoose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same theoption “YES/NO” for voting. Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NO implies that you dissent to theResolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm your vote, click on “OK”, else to change yourvote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify yourvote.

(xvii) You can also take out print of the votes cast by clicking on “Click here to print” option on theVoting page.

(xviii) If Demat account holder has forgotten the login password then Enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store.iPhone and Windows phone users can download the app from the App Store and theWindows Phone Store respectively on or after 30th June 2016. Please follow the instructionsas prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe emailed to [email protected].

· After receiving the login details a Compliance User should be created using the adminlogin and password. The Compliance User would be able to link the account(s) for whichthey wish to vote on.


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· The list of accounts linked in the login should be emailed [email protected] and on approval of the accounts they would be able tocast their vote.

· A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, underhelp section or write an email to [email protected].

Other Instructions:

1. Once the vote on the resolution is cast, the Member shall not be allowed to change itsubsequently.

2. The voting rights of Members shall be in proportion to the shares held by them on the paid upequity share capital of the Company as on Saturday, 20th August, 2016 and as per the Registerof Members of the Company.

3. M/s P. P. Shah & Co., Practicing Company Secretaries, has been appointed as the Scrutinizer toscrutinize the e-voting process (including the Ballot Form received from the Members who donot have access to the e-voting process) in a fair and transparent manner.

4. The Scrutinizer shall, within a period not exceeding three working days from the conclusion ofthe e-voting period, unblock the votes in the presence of at least two witnesses (not in theemployment of the Company) and make out a Scrutinizer’s Report of the votes cast in favour oragainst, if any, forthwith to the Chairman of the Company.

5. The Chairman shall, at the general meeting, at the end of discussion on the resolutions onwhich voting is to be held, allow voting, as provided in clauses (a) to (h) of sub-rule (1) of Rule21 of the Companies (Management and Administration) Rules, 2014, as applicable, with theassistance of scrutinizer, by use of postal ballot or polling paper for all those members who arepresent at the general meeting but have not cast their votes by availing the remote e-votingfacility.

6. A Member can opt for only one mode of voting i.e. either through e-voting or in physical form.If a Member casts his / her vote by both modes, then voting done through e-voting shall prevailand the vote by ballot shall be treated as invalid.

7. The results declared along with the Scrutinizer’s Report shall be placed on the BSE’s websiteand on the website of CDSL www.evotingindia.com within two days of the passing of theResolutions at the 30th AGM of the Company and communicated to BSE Limited, where theshares of the Company are listed.

By order of the BoardFor The First Custodian Fund (India) Limited

(Manish Banthia)Executive Director

Place: MumbaiDated: 27th May, 2016


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ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT

The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013,set out all material facts relating to the businesses under Item No. 4 & 5 of the accompanying Noticedated 27th May, 2016.

ITEM NO. 4 - APPOINTMENT OF MR. GIRIRAJ DAMMANI AS DIRECTOR

Mr. Giriraj Dammani was appointed as an Additional Director of the Company at the Board Meetingheld on 13th July, 2015.In terms of provisions of Section 161(1) of the Act, Mr. Giriraj Dammani would hold office up to thedate of the ensuing Annual General Meeting. The Company has received notice in writing frommember along with a deposit of requisite amount under Section 160 of the Act proposing thecandidature of Mr. Giriraj Dammani for the office of Director of the Company.

It is proposed to appoint Mr. Giriraj Dammani as a Director under Section 152 of the Act, liable toretire by rotation.

Mr. Giriraj Dammani is not disqualified from being appointed as Director in terms of Section 164 ofthe Act and have given his consent to act as Director.

Mr. Giriraj Dammani is interested in the resolution set out respectively at Item No. 4 of the Noticewith regard to his appointment.

The relatives of Mr. Giriraj Dammani are deemed to be interested in the resolutions set out respectivelyat Item No. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company. Saveand except the above, none of the other Directors of the Company / their relatives are, in any way,concerned or interested, financially or otherwise, in these resolutions.

The Board commends the Resolutions set out at Item No. 4 of the Notice for approval by theshareholders.

ITEM NO. 5 - APPOINTMENT OF MR. GIRIRAJ DAMMANI AS MANAGING DIRECTOR (MD)

The Board of Directors at its meeting held on 13th July, 2015 has considered the appointment of Mr.Giriraj Dammani, as Managing Director (MD) of the Company for the period of 5 years w.e.f. 13th

July, 2015.

The terms and conditions of his appointment are given below:

Name of Director Designation ResponsibilityMr. Giriraj Dammani MD Overall Management, Administration and Finance of the

Company

A. REMUNERATION & PERQUISITES

Name of Director Designation Remuneration & PerquisitesMr. Giriraj Dammani MD Not exceeding Rs. 45,000/- per month and shall be eligible

for increments as may be decided by the Board of Directorsfrom time to time annually, if permissible as per theprovisions of the Act.

The perquisites shall be classified by the Board of Directors from time to time.


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B. INCREMENTSThe Board of Directors shall decide the increments payable to each Directors at the end of March,every year within the overall ceiling laid down in the Schedule V so that the total remuneration byway of salary, perquisites and other allowances including increments shall not exceed the ceilingprovided in Part II of Schedule V to the said Act based on the effective capital for the respectivefinancial year or such other amount and perquisites as may be provided in the said Schedule V asmay be amended from time to time or any equivalent statutory re-enactment(s) thereof.C. PERQUISITES

Non monetary ceiling perquisitesThe following perquisites shall be payable to the Director and which shall not be included in thecomputation of the ceiling of remuneration as per Schedule V of the Companies Act, 2013.

i. Provident Fund:The Company’s contribution to Provident Fund shall be as per the rules of the Company.Contribution to Provident Fund will not be included in the computation of the ceiling onperquisites to the extent it is not taxable under the Income Tax Act, 1961.

ii. Gratuity:Gratuity not exceeding one-half months’ salary for each completed year of service.

iii. Superannuation:Superannuation premium as applicable and to the extent it is not taxable under the provisionsof the Income Tax Act, 1961.

iv. Leave Encashment:Leave salary as per the rules of the Company and Encashment of Leave shall be at the end ofthe tenure.

D. MINIMUM REMUNERATIONThe above remuneration and perquisites has been fixed on the basis of inadequate profits as per theaudited balance sheet as on 31st March, 2016 and has been fixed as provided in Part II of ScheduleV to the said Act based on the effective capital for the respective financial year or such other amountand perquisites as may be provided in the said Schedule V as may be amended from time to time orany equivalent statutory re-enactment(s) thereof and shall be considered as minimum remuneration.During the tenure of their appointments, if the Company earns profits in excess of the limits prescribedunder Schedule V or if the profits are adequate in any financial year, as per the provisions of Section196, 197 and any other applicable provisions of the, Companies Act, 2013 (the said Act) then theremuneration of Mr. Giriraj Dammani shall be paid as per the profits earned by the Company in thatparticular financial year.

E. OTHER CONDITIONS:i. For all other terms and conditions not specifically spelt out above, the rules and order of the

Company shall apply.ii. The Managing Director holds office as such, subject to the provisions of Section 164 & 167 of

the Companies Act, 2013.The Board commends the Resolution set out at Item No. 5 of the Notice for approval by theshareholders.None of the Directors except Mr. Giriraj Dammani is concerned or interested to the extentremuneration is payable to him.

By order of the BoardFor The First Custodian Fund (India) Limited

(Manish Banthia)Executive Director

Place: MumbaiDated: 27th May, 2016


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BOARD’S REPORT

TO THE MEMBERS OFTHE FIRST CUSTODIAN FUND (INDIA) LIMITED

The Directors take pleasure in presenting the Thirtieth Annual Report together with the auditedfinancial statements for the year ended 31st March, 2016.

1. FINANCIAL RESULTSKey highlights of the financial results for The First Custodian Fund (India) Limited for the financialyear 2015-16 is tabulated below:

(Rs. in Lacs)PARTICULARS Year Ended Year Ended

31/03/2016 31/03/2015Gross Income 21.00 34.40Total Expenditure 33.88 29.38Interest Expenses 1.27 1.49Gross Profit (14.15) 3.53Depreciation 1.35 3.14Profit / (Loss) Before Tax (15.50) 0.39Less : Income Tax 3.00 0.15Less/Add : Deferred Tax 0.34 0.64Less : Income Tax Paid – W/ Off 0.34 0.13Net Profit / (Loss) After Tax (18.50) 0.75Add : Profit brought forward from previous year 796.34 795.59APPROPRIATIONS Nil NilProfit Carried Forward to Balance Sheet 777.85 796.34

2. HIGHLIGHTS OF PERFORMANCE· Total income for the year decreased by 38.95% to Rs. 21.00 Lacs as compared to Rs. 34.40

Lacs in 2015.· Total profit (loss) before tax for the year was Rs. 15.50 Lacs as compared to Rs. 0.39 Lacs in

2015.3. BUSINESS OPERATIONS

The Company is a member of National Stock Exchange (NSE) registered as Stock Brokerand carrying on the business in brokerage in shares. The Company is an investor in sharesand also trades in futures & options. There was no change in nature of business of theCompany, during the year under review.

4. DIVIDENDWith a view to deploy the profits into the existing operations of the company, Board ofDirectors has not recommended any dividend for the year.

5. TRANSFER TO RESERVESThe Board of Directors has not recommended transfer of any amount to reserves.


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6. SHARE CAPITALThe paid up Equity Share Capital as on 31st March, 2016 was Rs. 1,50,00,000/-. During the yearunder review, the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity. There was no change in the Company’s share capital during theyear under review.

7. DEPOSITSThe Company has not accepted deposit from the public and shareholders falling within theambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliancewith the Chapter V of the Act is not applicable.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSDetails of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.

9. DIRECTORS9.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Associationof the Company, Mr. Surendra Kumar Banthia, Director, retires by rotation at the forthcomingAnnual General Meeting and being eligible, offers himself for re-appointment.

9.2 Appointment of DirectorThe Company has at its Board Meeting held on 29th May, 2015 appointed Mr. Manish Banthia asExecutive Director (Whole-Time Director) of the Company w.e.f. 1st September, 2015. The approvalfrom Members has been taken at Item No. 4 in Notice of 29th Annual General Meeting held on27th August, 2015.

Pursuant to Section 149, 161(1) of the Companies Act, 2013 and Articles of Association of theCompany, Mr. Giriraj Dammani was appointed as an Additional Director of the Company at theBoard Meeting held on 13th July, 2015. In terms of provisions of Section 161(1) of the Act, Mr.Giriraj Dammani would hold office up to the date of the ensuing Annual General Meeting. TheCompany has received notice in writing from member along with a deposit of requisite amountunder Section 160 of the Act proposing the candidature of Mr. Giriraj Dammani for the office ofDirector of the Company. It is proposed to appoint Mr. Giriraj Dammani as a Director underSection 152 of the Act, liable to retire by rotation and resolution has been proposed at Item No.4 of the Notice of 30th Annual General Meeting.

The Company has at its Board Meeting held on 13th July, 2015 appointed Mr. Giriraj Dammanias Managing Director of the Company w.e.f. 13th July, 2015. The necessary item of resolutionhas been proposed at Item No. 5 of the Notice of 30th Annual General Meeting.

9.3 Key Managerial PersonnelThe following persons have been designated as Key Managerial Personnel of the Company pursuant

to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts)Rules, 2014 framed thereunder.

1. Mr. Manish Banthia, Whole Time Director2. Mr. Giriraj Dammani, Managing Director

None of the Key Managerial Personnel have resigned during the year under review.


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9.4 Meetings of the BoardA calendar of Meetings is prepared and circulated in advance to the Directors.

During the year the Company has held 5 (five) Board Meetings which were held on 29th May,2015; 13th July, 2015; 14th August, 2015; 6th November, 2015 and 12th February, 2016. The BoardMeetings has been held during the year in such a manner that not more than 120 days shallintervene between two consecutive meetings of the board as prescribed under Section 173 ofthe Companies Act, 2013. As per section 167(1)(b), all the directors have attended atleast oneBoard Meeting held during the financial year.

10. DIRECTORS’ RESPONSIBILITY STATEMENTTo the best of their knowledge and belief and according to the information and explanationsobtained by them, your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2016,the applicable accounting standards have been followed along with proper explanation relatingto material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have beenselected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at 31st March, 2016 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequateand were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.

11. PLEDGE OF SHARESNone of the equity shares of the Directors of the Company are pledged with any banks orfinancial institutions.

12. RELATED PARTY TRANSACTIONSDuring the year the company has not entered into any related party transactions except paymentof remuneration and sitting fees to the directors.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSThere are no significant material orders passed by the Regulators / Courts which would impactthe going concern status of the Company and its future operations.

14. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013No material changes and commitments which could affect the Company’s financial positionhave occurred between the end of the financial year of the Company and date of this report.


14

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent, contractual, temporary, trainees) arecovered under this policy.

The following is a summary of sexual harassment complaints received and disposed off duringthe year 2015-16:

Particulars Number of ComplaintsNumber of complaints received NilNumber of complaints disposed off Nil

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section135 of the Companies Act, 2013 is not applicable to the Company.

17. BUSINESS RISK MANAGEMENT

The nature of business is investment, arbitrage and trading in shares. The inheritant risks tothe business of the company are as follows:

a. Monetary Policy of the Countryb. Interest Rate Cyclec. Fluctuation in crude oil and commodity pricesd. Changes in Government policiese. Status of Indian & World Economy

The nature of risk is dynamic of business and entrepreneurship. The Company has not formedRisk Management Committee since it is not applicable under regulation 21 of the SEBI (LODR)Regulations, 2015.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexityof its operations. The scope and authority of the Internal Audit (IA) function is defined in theInternal Audit Charter.

The Company monitors and evaluates the efficacy and adequacy of internal control system inthe Company, its compliance with operating systems, accounting procedures and policies atall locations of the Company. Based on the report of internal audit function, process ownersundertake corrective action in their respective areas and thereby strengthen the controls.


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19. VIGIL MECHANISM / WHISTLE BLOWER POLICYThe provision of regulations of SEBI (LODR) Regulations, 2015 regarding Vigil Mechanism andWhistle Blower Policy is not applicable to the Company.

20. SUBSIDIARY COMPANIESThe Company has no Subsidiary Company.

21. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURESOR ASSOCIATE COMPANIESThere are no companies which have become or ceased to be its Subsidiaries, Joint Venture orAssociate Companies.

22. AUDITORS

22.1 Statutory AuditorsThe Company’s Auditors, M/s Paresh D. Shah & Co., Chartered Accountants who retire at theforthcoming Annual General Meeting of the Company are eligible for re-appointment. Theyhave confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rulesframed thereunder for re-appointment as Auditors of the Company. As required under regulation33 of SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

22.2 Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hasappointed M/s P. P. Shah & Co., Practicing Company Secretaries to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as“Annexure A”.

22.3 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:As per section 203 (1) (ii) & (iii), the Company is required to appoint Company Secretary andChief Financial Officer. The Company has not appointed Company Secretary & Chief FinancialOfficer, consequently the annual audited financial statements are not signed by CompanySecretary and Chief Financial Officer. In this regard the management of the Company hasprovided the following reply:

i) The Company has appointed Mr. Chandrakant Pandey as Compliance Officer of the Companywho looks after the compliance of Companies Act, 2013, Listing Agreement and SEBI Act andrules made thereunder;

ii) The Company has availed the services of Practicing Company Secretary for advising oncompliance of Companies Act, 2013 and SEBI Act and rules made thereunder;

iii) The Volume and Scope of work for the Company Secretary and Chief Financial Officer are lessand it is not a full time work and the job of Company Secretary and Chief Financial Officer arenot attractive commensurate with the scope of work and salary.


16

B. Constitution of Audit Committee & Nomination and Remuneration Committee:As per section 177 & 178, the Company is required to constitute Audit Committee & Nominationand Remuneration Committee. The Company has not constituted Audit Committee & Nominationand Remuneration Committee. In this regard the management of the Company has providedthe following reply:

a. The Volume and Nature of business is very small. The Company does not have the function ofNomination and Remuneration Committee.

C. Appointment of Internal Auditor:As per section 138 of the Companies Act, 2013, the Company is required to appoint InternalAuditor. The Company has not appointed Internal Auditor. In this regard the management ofthe Company has provided the following reply:

i) The size of operation of the Company is very small, it is not viable to appoint Internal Auditorbut the Company has establish the internal control system

D. Website Posting:As per the various sections of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 andSecretarial Standard – 2, the Company is require to post various information / policies on thewebsite of the Company. The Company has not posted any information / policies on the website ofthe Company. In this regard the management of the Company has provided the following reply:

a) The Company is filling regularly all the information with BSE and all the information isavailable on the website of BSE

E. Dematerialization of Promoters Shareholding:As per regulation 31 (2) of the SEBI (LODR) Regulations, 2015, the listed entity shall ensure that100% of shareholding of promoters and promoter group is maintained in dematerialize form andthe same is maintained on a continuous basis. One of the promoters holding 4,500 equity shares(0.30% of total equity share capital), listed on BSE Limited is not held in dematerialized form.

F. Appointment Independent Director and Woman Director:The present constitution of Board of Directors is represented by 1 Executive Director and 2Non-Executive Promoter Directors. As per section 149 of the Companies Act, 2013, the Companyis required to appoint Independent Director and Woman Director. The Company has notappointed Independent Director and Woman Director. In this regard the management of theCompany has provided the following reply:

i) The Volume and Nature of business is very small. Therefore, it is not viable to appointIndependent Director and Woman Director.

23. CORPORATE GOVERNANCEAs per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of CorporateGovernance are non-mandatory to the following class of Companies:

a. Companies having paid up equity share capital not exceeding Rs. 10 crore and Net worth notexceeding Rs. 25 crore, as on the last day of the previous financial year;Provided that where the provisions of Regulation 27 becomes applicable to a company at alater date, such company shall comply with the requirements of Regulation 27 within six monthsfrom the date on which the provisions became applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.


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The paid up share capital of the Company is Rs. 1.5 crores as on 31st March, 2016. The reserveand surplus is Rs. 8.14 crores. Accordingly the paid up capital and net worth is below theprescribed limit for mandatory applicability of Corporate Governance clause as per Regulation15 (2) (a) of SEBI (LODR) Regulations, 2015. The Company has decided not to opt for complianceof Regulation 27 for the time being. The letter for the same has been filed with BSE on 7th

January, 2016.

24. MANAGEMENT DISCUSSION AND ANALYSISThe Company has opted for exemption under Regulation 15 (2) of SEBI (LODR) Regulation,2015 in respect of report on Management Discussion and Analysis.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGOThe information on conservation of energy, technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read withRule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy, Technology absorption, adaptation and innovationThe Company is not engaged in any manufacturing activity. The Company is in service industry.Hence, the Company has not taken any energy conservation measures. There are no additionalinvestments and proposals, for reduction of consumption of energy. The Company has notdeployed any Research and Development facility or absorbed any technology. Hence, nodisclosures are required to be given.

B. Foreign Exchange Earning & OutgoForeign Exchange Earnings/Outgo (Rs. In Millions)Foreign Exchange Earned NilForeign Exchange Outgo Nil

26. EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in form MGT-9 is annexed herewithas “Annexure B”.

27. PARTICULARS OF EMPLOYEESThere is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- permonth or Rs. 60,00,000/- per annum. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.

28. HUMAN RESOURCESThe relations of the employees of the Company have been cordial during the year. Employeesare considered to be team members being one of the most critical resources in the businesswhich maximize the effectiveness of the Organization. Human resources build the Enterpriseand the sense of belonging would inculcate the spirit of dedication and loyalty amongst themtowards strengthening the Company’s Polices and Systems. The Company maintains healthy,cordial and harmonious relations with all personnel and thereby enhancing the contributoryvalue of the Human Resources.

29. ENVIRONMENT AND SAFETYThe Company is conscious of the importance of environmentally clean and safe operations.The Company’s policy requires conduct of operations in such a manner, so as to ensure safetyof all concerned, compliances of environmental regulations and preservation of naturalresources.


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30. ENHANCING SHAREHOLDERS VALUEYour Company believes that its Members are among its most important stakeholders.Accordingly, your Company’s operations are committed to the pursuit of achieving high levelsof operating performance and cost competitiveness, consolidating and building for growth,enhancing the productive asset and resource base and nurturing overall corporate reputation.Your Company is also committed to creating value for its other stakeholders by ensuring thatits corporate actions positively impact the socio-economic and environmental dimensions andcontribute to sustainable growth and development.

31. GREEN INITIATIVESElectronic copies of the Annual Report 2015-16 and Notice of the 30th Annual General Meetingare sent to all members whose email addresses are registered with the Company/ Depositoryparticipant(s). For members who have not registered their email addresses, physical copies ofthe Annual Report 2015-16 and the Notice of the 30th Annual General Meeting under Section101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physicalcopies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their voteselectronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of theCompanies Act 2013 and Rule 20 of the Companies (Management and Administration)Amendment Rules, 2015.

32. ACKNOWLEDGEMENTSYour Directors thank the various Central and State Government Departments, Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,vendors, banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employees ofthe Company for their unstinted commitment and continued contribution to the Company.

33. CAUTIONARY STATEMENTStatements in the Board’s Report describing the Company’s objectives, expectations or forecastsmay be forward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factors thatcould influence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods, input availability and prices, changes ingovernment regulations, tax laws, economic developments within the country and other factorssuch as litigation and industrial relations.

For and on behalf of the Board of Directors

(Manish Banthia) (Giriraj Dammani)Executive Director Managing Director

Place: MumbaiDate: 27th May, 2016


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ANNEXURE ‘A’ TO BOARD’S REPORT

SECRETARIAL AUDIT REPORTFORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,The First Custodian Fund (India) Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by The First Custodian Fund (India) Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, I hereby report thatin my opinion, the Company has, during the audit period covering the financial year ended on 31st

March, 2016 complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent, in the manner andsubject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st March, 2016 according to theprovisions of:

1 The Companies Act, 2013 (the Act) and the rules made thereunder;2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;


20

d) The Securities and Exchange Board Of India (Share Based Employee Benefits) Regulations,2014; (Not Applicable to the Company during audit period).

e) The Securities Exchange Board of India (Issue and Listing of Debt Securities), Regulations,2008. (Not Applicable to the Company during audit period).

f) The Securities Exchange Board of India (Registrar to an Issue and Share Transfer Agent),Regulations, 1993. Regarding the Companies Act, 2013 and dealing with the clients.

g) The Securities Exchange Board of India (Delisting of Equity Shares), Regulations, 2009. (NotApplicable to the Company during audit period).

h) The Securities Exchange Board of India (Buyback of Securities), Regulations, 1998. (NotApplicable to the Company during audit period).

6. Laws specifically applicable to the industry to which the company belongs, as identified by themanagement, that is to say:-

a) The Securities and Exchange Board of India (Stock Brokers and Sub- Brokers) Regulations,1992

I have also examined compliance with the applicable clauses of the following:

1) Secretarial Standards issued by The Institute of Company Secretaries of India i.e. SecretarialStandards – 1 for Board Meetings and Secretarial Standards – 2 for General Meetings.

2) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited;(except for revised Clause 49 of the Listing Agreement*)

3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. [except those asprescribed under Regulation 15 (2) read with Regulation 15 (3)]*.

*As per SEBI circular bearing reference CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014,the provisions of clause 49 of the Listing Agreement are not mandatorily required to be compliedby a Company whose paid up share capital does not exceed Rs. 10 crores and net worth does notexceed Rs. 25 crores as on March 31, 2015. Similarly, as per Regulation 15 (2) to SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the provisions of regulations 17, 18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC, D and E of Schedule V shall not apply in respect of a listed entity whose paid up equity sharecapital does not exceed Rs. 10 crores and net worth does not exceed Rs. 25 crores as on March 31,2015 to the extent that they are addition to the requirements specified under the Companies Act,2013.

During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc mentioned above subject to the following qualifications:

A. Appointment of Company Secretary & Chief Financial Officer:As per section 203 (1) (ii) & (iii), the Company is required to appoint Company Secretary andChief Financial Officer. The Company has not appointed Company Secretary & Chief FinancialOfficer, consequently the annual audited financial statements are not signed by CompanySecretary and Chief Financial Officer. In this regard the management of the Company has providedthe following reply:


21

i) The Company has appointed Mr. Chandrakant Pandey as Compliance Officer of the Companywho looks after the compliance of Companies Act, 2013, Listing Agreement and SEBI Actand rules made thereunder;

ii) The Company has availed the services of Practicing Company Secretary for advising oncompliance of Companies Act, 2013 and SEBI Act and rules made thereunder;

iii) The Volume and Scope of work for the Company Secretary and Chief Financial Officer areless and it is not a full time work and the job of Company Secretary and Chief FinancialOfficer are not attractive commensurate with the scope of work and salary.

B. Constitution of Audit Committee & Nomination and Remuneration Committee:As per section 177 & 178, the Company is required to constitute Audit Committee & Nominationand Remuneration Committee. The Company has not constituted Audit Committee & Nominationand Remuneration Committee. In this regard the management of the Company has providedthe following reply:

a) The Volume and Nature of business is very small. The Company does not have the function ofNomination and Remuneration Committee.

C. Appointment of Internal Auditor:As per section 138 of the Companies Act, 2013, the Company is required to appoint InternalAuditor. The Company has not appointed Internal Auditor. In this regard the management of theCompany has provided the following reply:

i) The size of operation of the Company is very small, it is not viable to appoint Internal Auditorbut the Company has establish the internal control system

D. Website Posting:As per the various sections of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 andSecretarial Standard – 2, the Company is require to post various information / policies on thewebsite of the Company. The Company has not posted any information / policies on the websiteof the Company. In this regard the management of the Company has provided the followingreply:

a) The Company is filling regularly all the information with BSE and all the information is availableon the website of BSE

E. Dematerialization of Promoters Shareholding:As per regulation 31 (2) of the SEBI (LODR) Regulations, 2015, the listed entity shall ensure that100% of shareholding of promoters and promoter group is maintained in dematerialize formand the same is maintained on a continuous basis. One of the promoters holding 4,500 equityshares (0.30% of total equity share capital), listed on BSE Limited is not held in dematerializedform.

I further report thatThe present constitution of Board of Directors is represented by 1 Executive Director and 2 Non-Executive Promoter Directors. As per section 149 of the Companies Act, 2013, the Company isrequired to appoint Independent Director and Woman Director. The Company has not appointedIndependent Director and Woman Director. In this regard the management of the Company hasprovided the following reply:


22

a) The Volume and Nature of business is very small. Therefore, it is not viable to appoint IndependentDirector and Woman Director.

The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured andrecorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of:

1. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

2. Redemption / buy-back of securities

3. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

4. Merger / amalgamation / reconstruction, etc.

5. Foreign technical collaborations

Place: MumbaiDate: May 27, 2016

Pradip ShahFor P. P. Shah & Co.,

Practicing Company SecretariesFCS No. 1483, C P No.: 436


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ANNEXURE ‘B’ TO BOARD’S REPORT

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURNAs on the financial year ended 31.03.2016

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN L67120WB1985PLC038900

Registration Date 7th May, 1985

Name of the Company THE FIRST CUSTODIAN FUND (INDIA) LTD

Category / Sub-Category of the Company Company limited by Shares / Indian NonGovernment Company

Address of the Registered Office andcontact details 11 Camac Street, Kolkata - 700017

Tel: 033-22821628 Fax: 033-22822633

Whether listed company Yes

Name, address and contact details of Sharex Dynamic (India) Pvt. Ltd.,Unit-1, LuthraRegistrar and Transfer Agent, if any Industrial Premises, Andheri - Kurla Road,

Safed Pool, Andheri - E, Mumbai – 400072Tel: 022 28515606 Fax: 022 28512885

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the Business Activities contributing 10% or more of the total turnover of the Company shallbe stated:

Sr.No. Name and Description of NIC Code of the % to total turnover ofmain Products / Services Product / Service * the Company

1. Investment, Arbitrage And 66190 100%Trading In Shares

* As per National Industrial Classification – Ministry of Statistics and Programme Implementation

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Holding / % of shares ApplicableNo. address of the CIN / GLN Subsidiary / held Section

Company Associate

1. Nil Nil Nil Nil Nil


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A. Promoters(1) Indiana) Individual/HUF 305332 4500 309832 20.66 305332 4500 309832 20.66 0.00b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00c)State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00d) Bodies Corporate 441344 0 441344 29.42 441344 0 441344 29.42 0.00e) Bank/FI 0 0 0 0.00 0 0 0 0.00 0.00f) Any other 0 0 0 0.00 0 0 0 0.00 0.00Sub-Total(A) (1): 746676 4500 751176 50.08 746676 4500 751176 50.08 0.00(2) Foreigna) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00b) Other-Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00d) QFI 0 0 0 0.00 0 0 0 0.00 0.00e) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00Sub- Total (A) (2): 0 0 0 0.00 0 0 0 0.00 0.00Total Shareholdingof Promoter andPromoter Group(A)=(A)(1)+(A)(2) 746676 4500 751176 50.08 746676 4500 751176 50.08 0.00B. Public Shareholding(1) Institutionsa) Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0.00b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

%Changeduring

theyear

Category ofShareholders

No. of Shares held at the beginning ofthe year (As on 01.04.2015)

No. of Shares held at the end of theyear (As on 31.03.2016)

Demat Physical Total %of Totalshares Demat Physical Total

% ofTotal

shares


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%Changeduring

theyear

Category ofShareholders

No. of Shares held at the beginning ofthe year (As on 01.04.2015)

No. of Shares held at the end of theyear (As on 31.03.2016)

Demat Physical Total %of Totalshares Demat Physical Total

% ofTotal

shares

j) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-Total (B)(1): 0 0 0 0.00 0 0 0 0.00 0.00

(2)Non-Institutions

a)Bodies Corporate

i) Indian 103875 2600 106475 7.10 102096 2400 104496 6.96 (0.14)

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals*

i)Individual shareholdersholding nominal sharecapital up to Rs.1Lacs 147839 340645 488484 32.57 166717 338095 504812 33.65 1.08ii)Individual shareholdersholding nominal sharecapital in excess ofRs. 1 Lacs 60639 21900 82539 5.50 46751 21900 68651 4.58 (0.92)

c) Others (specify)

i) NRI / OCBs 6926 64100 71026 4.73 5526 63400 68926 4.60 (0.13)

ii) Clearing Members/Clearing House 0 300 300 0.02 1939 0 1939 0.13 0.11

Sub-Total (B)(2): 319279 429545 748824 49.92 323029 425795 748824 49.92 0.00Total PublicShareholding PublicGroup (B)= (B)(1)+(B)(2) 319279 429545 748824 49.92 323029 425795 748824 49.92 0.00

Total (A) + (B) 1065955 434045 1500000 100.00 1069705 430295 1500000 100.00 0.00C. Shares held byCustodian for GDRs& ADRs 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 1065955 434045 1500000 100.00 1069705 430295 1500000 100.00 0.00

*The Data given in B (2) (b) in above table for the financial year ended 31.03.2016 are as per thelimit of Rs. 2 Lacs instead of Rs. 1 Lacs.


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Sr.No.

For Each of the Top 10 ShareholdersShareholding at the beginningof the year (As on 01.04.2015)

Shareholding at the end of theyear (As on 31.03.2016)

No. of Shares % of total sharesof the Company


ii) Shareholding of Promoters

iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Sr.No. Shareholders Name

Shareholding at the beginningof the year (As on 01.04.2014)

Shareholding at the end of the year(As on 31.03.2015) % change

in share-holdingduring

the yearNo. ofShares

% of totalshares of

theCompany

% of SharesPledged/

encumberedto totalshares

No. ofShares

% of totalshares of

theCompany

% of SharesPledged/

encumberedto totalshares

1. Vimala Mantri 74550 4.97 0.00 74550 4.97 0.00 0.002. Surendrakumar Banthia 74500 4.97 0.00 74500 4.97 0.00 0.003. Rajendrakumar Banthia 15000 1.00 0.00 15000 1.00 0.00 0.004. Shrikant Mantri 11782 0.79 0.00 11782 0.79 0.00 0.005. Harvestdeal Securities Ltd 8794 0.59 0.00 8794 0.59 0.00 0.006. Sangharsh Finvest Pvt Ltd 374700 24.98 0.00 374700 24.98 0.00 0.007. Rajendra Kumar Banthia (HUF) 55000 3.67 0.00 55000 3.67 0.00 0.008. Dhanluxmi Textiles Ltd 57850 3.86 0.00 57850 3.86 0.00 0.009. Sushil Kumar Mantri 74500 4.97 0.00 74500 4.97 0.00 0.0010. Saroj Banthia 4500 0.30 0.00 4500 0.30 0.00 0.00 Total 751176 50.10 0.00 751176 50.10 0.00 0.00

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

1. Asha Chokhany 24801 1.65 24801 1.652. Chebur Dealer Pvt Ltd 16250 1.08 16250 1.083. Dhanlaxmi Enterprises Ltd 69000 4.60 69000 4.604. Kishore Modani 21900 1.46 21900 1.465. Monisha G Damani 21950 1.46 21950 1.466. Dhaval Dilip Shah 13888 0.93 13888 0.937. VSL Securities Private Limited 9968 0.66 9968 0.668. Aarti Devi Soni 8600 0.57 8600 0.579. B Subodh 6250 0.42 6250 0.4210. Sarju Bai Mundra 5840 0.39 5840 0.39


Cumulative Shareholding duringthe year (As on 31.03.2016)

No. of Shares% of total

shares of theCompany

No. of Shares% of total sharesof the Company

At the beginning of the year No change during the yearDate wise Increase/Decrease in PromotersShareholding during the year specifyingthe reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

At the end of the year

No change during the year

No change during the year


27


Cumulative Shareholding duringthe year (As on 31.03.2016)



A. DIRECTORS

At the beginning of the yearDate wise Increase/Decrease in shareholdingduring the year specifying the reasons forincrease/decrease(e.g. allotment /transfer/bonus/sweat equity etc)At the end of the year

B. KEY MANAGERIAL PERSONNELAt the beginning of the yearDate wise Increase/Decrease in shareholdingduring the year specifying the reasons forincrease/decrease(e.g. allotment /transfer/bonus/sweat equity etc)At the end of the year.

Promoter Director Shareholding and their changeshave already been given in the earlier table.

Nil

V. INDEBTEDNESS

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

SecuredLoans

excludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

(Amount in Rs.)

Indebtedness at the beginning of thefinancial year (01.04.2015)i) Principal Amount Nil Nil Nil Nilii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) Nil Nil Nil NilChange in Indebtedness during the financialyearAddition Nil Nil Nil NilReduction Nil Nil Nil NilNet Change Nil Nil Nil NilIndebtedness at the end of the financial year(31.03.2016)i) Principal Amount Nil Nil Nil Nilii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) Nil Nil Nil Nil

ii) Shareholding of Promoters

V) Shareholding of Directors and Key Managerial Personnel.


28

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr.No. Particulars of Remuneration Manish

Banthia WTDGiriraj Dammani

MD

(Amount in Rs.)

Total Amount

1 Gross Salary(a) Salary as per provisions containedin Section 17(1) of the Income Tax Act, 1961 Nil 588,000 588,000(b) Value of perquisites under Section 17(2) income Tax Act, 1961 Nil Nil Nil(c) Profit in lieu of salary under Section 17(3) Income Tax Act, 1961 Nil Nil Nil

2 Stock Options Nil Nil Nil3 Sweat Equity Nil Nil Nil4 Commission Nil Nil Nil

- as % of profit Nil Nil Nil- others, specify Nil Nil Nil

5 Others, please specify Nil Nil Nil

TOTAL (A) Nil 588,000 588,000

Ceiling As Per The ActMinimum

Remunerationupto Rs, 350,000

per month

MinimumRemuneration

upto Rs, 350,000per month

B. Remuneration to other Directors

1. Independent Directors

Particulars of Remuneration

- Fee for attending Board / Committee Meetings Nil Nil

- Commission Nil Nil

- Others, please specify Nil Nil

Total (B)(1) Nil Nil

(Amount in Rs.)

Name of Director Total Amount


29

Particulars of Remuneration(Amount in Rs.)

2. Other Non Executive Directors

Surendra KumarBanthia

Total Amount

- Fee for attending Board / Committee Meetings Nil Nil- Commission Nil Nil- Others, please specify Nil Nil

Total (B)(2) NilTotal (B)= (B)(1)+(B)(2) NilOverall Ceiling as per the Act Upto Rs.100,000

per meeting

Sr.No. Particulars of Remuneration

(Amount in Rs.)

Total Amount

C. Remuneration to Key Managerial Personnel other than MD/WTD/Manager

Key Managerial Personnel

Chief Execu-tive Officer

HeadCompliance

1. Gross Salary(a) Salary as per provisions contained inSection 17(1) of the Income Tax Act, 1961 Nil Nil Nil

(b) Value of perquisites under Section 17(2)income Tax Act, 1961 Nil Nil Nil

(c) Profit in lieu of salary under Section 17(3)Income Tax Act, 1961 Nil Nil Nil

2. Stock Options Nil Nil Nil3. Sweat Equity Nil Nil Nil4. Commission Nil Nil Nil

- as % of profit Nil Nil Nil- others, specify Nil Nil Nil

5. Others, please specify Nil Nil Nil

TOTAL (C) Nil Nil Nil


30

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

TypeSections of

the CompaniesAct

BriefDescription

Details ofPenalty/

Punishment/CompoundingFees imposed

Authority(RD/NCLT/COURT)

Appeal made,if any

(give details)

A. COMPANYPenalty NonePunishmentCompoundingB. DIRECTORSPenalty NonePunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenalty NonePunishmentCompounding


31

THE FIRST CUSTODIAN FUND (INDIA) LIMITEDL67120WB1985PLC038900

Registered Office: 11, Camac Street, Kolkata – 700 017

ATTENDANCE SLIP(To be presented at the Entrance)

Thirtieth Annual General Meeting of the Company held on Saturday, 27th August, 2016

at 11.00 a.m. at C/o Vikram Automobile Painting Workshop Pvt. Ltd., Plot No.3B/2 Phase

III, Kasba Industrial Estate, Near Desun Hospital, Kolkata – 700107.

Folio No.: ………………… DP ID No.: ……………… Client ID No.: ………………..................

Name of the Member: …........................................................................ Signature: ……………

Name of the Proxyholder: …................................................................ Signature: …………

1. Only Member/Proxyholder can attend the Meeting.

2. Member/Proxyholder should bring his/her copy of the Annual Report for reference

at the Meeting.


32

FORM NO. MGT – 11PROXY FORM

[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies(Management and Administration) Rules, 2014]

CIN: L67120WB1985PLC038900Name of the Company: THE FIRST CUSTODIAN FUND (INDIA) LTDRegistered Office: 11, Camac Street, Kolkata - 700017Email ID: [email protected] No /Client ID / DP ID:

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

1. NameAddressEmail Id Or failing himSignature



as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual GeneralMeeting of the Company, to be held on the Saturday, 27th August, 2016 at 11.00 A.M. at C/o VikramAutomobile Painting Workshop Pvt. Ltd., 702, Anandpur, Plot No.3B/2, Ekadp, Kasba Industrial Estate,Kolkata – 700107 and at any adjournment thereof in respect of such resolutions as indicated below:

Resolutions For Against

1. Adoption of Financial Statements for the year ended 31st March, 20162. Re-appointment of Mr. Surendrakumar Banthia, who retires by rotation3. Re-Appointment M/s. Paresh D. Shah & Co., Chartered Accountants as

Statutory Auditors and to fix their remuneration4. Appointment of Mr. Giriraj Dammani as Director of the Company5. Appointment of Mr. Giriraj Dammani as Managing Director of the Company.

NOTE: The Proxy Form in order to be effective should be completed and deposited at the RegisteredOffice of the Company not less than 48 before the commencement of the Meeting.

Signed this day of 2016.

Signature of shareholder :

Signature of Proxy Holder (s):

Affixrevenuestamp

Orfailinghim

Orfailinghim

Orfailing

him

Sr.No.


33

INDEPENDENT AUDITORS’ REPORTFor the year ended March 31, 2016

To the Members THE FIRST CUSTODIAN FUND (I) LTD

Report on the Financial Statements1) We have audited the accompanying financial statements of The First Custodian Fund (I)

Ltd., which comprise the balance sheet as at 31 March 2016, the statement of profit and lossand the cash flow statement for the year then ended, and significant accounting policiesand other explanatory information.

Management’s Responsibility for the Financial Statements

2) The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility3) Our responsibility is to express an opinion on these financial statements based on our audit.

4) We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions ofthe Act and the Rules made thereunder.

5) We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

6) An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risk of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company’s Directors, as well as evaluating the overall presentation of the financialstatements.

7) We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.


34

Opinion8) In our opinion and to the best of our information and according to the explanations given

to us, the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31st March, 2016,and its profit / loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements9) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended,

issued by the Central Government of India in terms of sub-section (11) of section 143 of the

Act, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and

4 of the Order.

10) As required by section 143(3) of the act, we report that:

a) We have sought and obtained all the information and explanation which to the best ofour knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of accounts as required by law have been kept the Companyso far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)rules, 2014.

e) On the basis of the written representations received from the directors as on 31st march,2016 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting ofthe company and the operative effectiveness of such controls refer to our separatereport in Annexure ‘A’

g) With respect to the other matters to be included in the auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:

i) The company does have any pending litigations which would impact..ii) The Company did not have any long term contract including derivative contracts for

which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

FOR PARESH D. SHAH & CO.Chartered Accountants(Firm Reg. No. 107500W)

P. D. ShahMumbai ProprietorDated : 27/5/2016 M. No. 40648


35

“Annexure A” to the Independent Auditor’s Report

Refer to in paragraph 10 of the Independent Auditors Report of even date to the members of TheFirst Custodian Fund (I) Ltd. on the financial statements for the year ended 31.3.2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 ofthe Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of The First CustodianFund (I) Ltd., as of March 31, 2016 in conjunction with our audit of the financial statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financialcontrols based on “the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India”. These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial information,as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) andthe Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established and maintained andif such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company’s internal financial controls system over financialreporting.


36

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany’s internal financial control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expendituresof the company are being made only in accordance with authorisations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition, use, or disposition of the company’s assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, includingthe possibility of collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2016, based on “the internal control over financial reportingcriteria established by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India”.




37

“Annexure B” to the Independent Auditors’ Report

Referred to in paragraph 9 under the heading ‘Report on Other Legal & Regulatory Requirement’of our report of even date to the financial statements of the Company for the year ended March31, 2016:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a programme of physical verification of fixedassets which, in our opinion, is reasonable having regard to the size of the Company andthe nature of its assets. In accordance with such programme, the management has physicallyverified fixed assets of significant value during the year and no material discrepancies werenoticed on such verification.

(c) The company does not have any immoveable property.

(ii) The Company is an investor in shares and also trades in futures & options. Hence theclauses to inventories is not applicable. However, the share as per books & as per dematstatements are regularly verified by the management and any major discrepancies areproperly dealt with.

(iii) As per the information furnished, the Company has not granted any loans, Secured orunsecured, to companies, firm or other parties covered in the register maintained underSection 189 of the Companies Act. Therefore the provisions of the clause 3 (iii) (a) (iii) (b) &(iii) (c) of the said order are not applicable to the company.

(iv) In our opinion and according to the information and explanation given to us, the Companyhas complied with the Section 73 to 76 or any other relevant provisions of the companiesAct, 1956 and the rules framed there under and the directives issued by the Reserve Bankof India, wherever applicable, with regard to the deposit accepted from the public. NoAdverse order is passed by CLB, NCL, RBI or any court.

(v) In our opinion, and according to the information and explanations given to us, the Companyhas complied with the provisions of section 186 of the Companies Act, in respect of theloans and investments made, and guarantees and security provided by it. The Companyhas not granted any loans or made any investments, or provided any guarantees or securityto the parties covered under Section 185 of the Companies Act,.

(vi) As informed, the company is not required to maintain any cost records prescribed by theCentral Government under (d) of sub-section (I) of section 148 of the Act.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputedstatutory dues including Income tax wealth Tax, Service Tax, Provident fund and othermaterial statutory Dues applicable to it. As informed, statutory dues in the nature ofEmployees State insurance, investor Education & Protection fund, Sales tax, Custom duty,Excise duty and cess are not applicable to the company. According to the information andexplanation given, no undisputed amount payable in respect of Income-Tax. Wealth tax,service tax, Custom Duty, Excise Duty and Cess were as at 31/3/2016 for a period of morethan six months from the date they become payable.


38

(b) According to the information and explanation given, there are no dues of Income-Tax/ Sales Tax / Service Tax / Custom Duty / Excise Duty / Cess which have been depositedon account of any dispute.

(viii) As per the information and explanation given to us, the Company has not defaulted inthe repayment of dues to the Bank, financial institutions, etc. during the year.

(ix) In our opinion and according to information and explanation given, the company hasnot given guarantees for loans taken from banks or financial institutions.

(x) According to the information and explanations given, the company has not raised anyIPO / FPO & term loans. Accordingly the provisions of clause 3(ix) of the order are notapplicable to the Company.

(xi) Based upon the audit procedures performed and information and explanations given,we report that no fraud on or by the Company has been noticed or reported by itsemployees or officers during the course of our audit.

(xii) No managerial remuneration has been paid or provided.

(xiii) The company is not a Nidhi Company., hence the Nidhi Rules, 2014 are not applicable.

(xiv) Based upon the audit procedures performed and according to the information andexplanation given to us, all transactions with related parties are in compliance with section177 and 188 of Companies Act, where applicable and the details have been disclosed inthe Financial statements etc. as required by the applicable accounting standards.

(xv) The company has not entered into any non-cash transactions with directors or personsconnected with him.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act, 1934.




39

BALANCE SHEET AS AT 31st MARCH 2016

PARTICULARS

Note Figures as at the end Figures as at the endNo. of current reporting of previous reporting

period period

I. Equity and Liabilities(1) Shareholders’ fund (a) Share Capital 2 15000000 15000000 (b) Reserve and Surplus 3 81391389 83240874(2) Current Liablities (a) Trade Payables 4 28012928 52403206 (b) Other current Liabilities 5 148425 173270 (c) Short-term provisions 6 659580 618500

Total 125212322 151435850

II. (1) Non-current Assets (a) Fixed Assets (i) Tangible assets 7 1059150 1050071 (ii) Intangible assets (iii) Capital work -in-progress (iv) Intengible assets under development (b) Non-current investment (c) Deffered tax Assets(Net) 1368706 1334416 (d) Long-term loans and advances (e) Other non-current assets(2) Current Assests (a) Current Investments 8 22326070 32557143 (b) Inventories - - (c) Trade Receivables 9 38922605 56127371 (d) Cash and cash equivalents 10 45202750 42098732 (e) Short-term loans and advances 11 16333041 18268117 (f) Other current asstesTotal 125212322 151435850 notes on accounts 1

AS PER OUR ATTACHED REPORT OF EVEN DATEFor PARESH D SHAH & CO FOR AND ON BEHALF OF THE BOARDCHARTERED ACCOUNTANTS

(CA. PARESH D SHAH) DIRECTOR DIRECTOR(Proprietor)M No: 40648FR No. 1075000WPLACE : MUMBAIDATE : 27-05-2016


40

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016PARTICULARS note CURRENT YEAR PREVIOUS YEAR

no. RS. RS.

INCOME INTEREST 3,448,799 3,332,889 DIVIDEND 211,036 310,767 INCOME FROM OPERATION 861,802 1,158,066 SHORT TERM CAP. GAINS 136,947 604,855 LONG TERM CAP. GAINS (2,944,150) 68,485 FUTURE & OPTIONS GAINS 385,981 (2,034,212)

2,100,415 3,440,850 EXPENSES PAYMENT TO EMPLOYEES 12 1,340,028 1,312,827 ADMINISTRATIVE & OTHER EXP. 13 2,048,461 1,625,149 FINANCIAL EXPENSES 127,297 148,950 DEPRECIATION 7 134,554 314,684

3,650,340 3,401,610

PROFIT/(LOSS) Before Tax Rs. (1,549,925) 39,240

Current Tax (300,000) (15,000) Defferred Tax Assets 34,290 63,603 Income Tax Paid-W/off (33,850) (12,683)

PROFIT/(LOSS) After Tax Rs. (1,849,485) 75,160

BALANCE B/F FROM PREVIOUS YEAR 79,634,316 79,559,156 PROFIT AVAILABLE FOR APPROPRIATION 77,784,831 79,634,316 NOTES ON ACCOUNTS 1

EARNING PER SHARE (Face Value Rs.10/- Per Share (1.23) 0.05

AS PER OUR ATTACHED REPORT OF EVEN DATEFor PARESH D SHAH & CO FOR AND ON BEHALF OF THE BOARDCHARTERED ACCOUNTANTS

(CA. PARESH D SHAH) DIRECTOR DIRECTOR(Proprietor)M No: 40648FR No. 1075000WPLACE : MUMBAIDATE : 27-05-2016


41

NOTE 1 – Notes Forming Part of AccountsYear Ended 31.3.2016

A. Significant Accounting Policies

1. Basis of AccountingThe financial statements have been prepared under the historical cost convention and onaccrual basis in compliance with all material aspect of the applicable Accounting Standardsin India and the relevant provisions of the Companies Act, 1956, except otherwise mentioned,the accounting policies have been consistently applied by the Company and are consistentwith those used in the previous year.

2. Revenue Recognition

a. Revenue from Broking income is recognised on completed contract method.b. Dividend income is accounted on receipt basis.c. Option premium Income is booked after the same is actually realised.

3. ExpenditureExpenses are accounted on accrual basis and provisions are made for all known losses andliabilities.

4. Fixed AssetsFixed Assets are stated at cost less depreciation / impairment losses, if any. Cost includescost of purchase and other cost attributable to bringing the assets to working condition forintended use.

5. DepreciationDepreciation is provided as per new rate taking into consideration useful life of the asset.

6. AS-28 Impairment of Assets

The carrying amounts of assets are reviewed at each Balance Sheet date for any indicationof impairment based on internal/external factors. An asset is treated as impaired when thecarrying cost of the assets exceeds its recoverable value.

7. Foreign Currency Translation

Transactions in foreign currency (if any) are recorded at the rate of exchange prevailing onthe date of transaction. Foreign currency monetary items are reported using closing rate ofexchange at the end of the year. The resulting exchange gain/loss is reflected in the profitand loss account. Other items, like fixed assets, investments in equity shares are carried interms of historical cost using the exchange rate at the date of transaction.

8. InvestmentsInvestments are shown as current investments and are valued at cost price.

9. TaxationTax expense comprises of current and deferred tax

Provision for current tax is made on the basis of estimated taxable income for the currentaccounting year in accordance with the Income Tax Act, 1961


42

The deferred tax for timing differences between the book and tax profits for the year isaccounted for, using the tax rates and laws that have been substantively enacted as of thebalance sheet date. Deferred tax assets arising from timing differences are recognized to theextent there is reasonable certainty that these would be realized in future

Deferred tax assets in case of unabsorbed losses and unabsorbed depreciation are recognizedonly if there is virtual certainty that such deferred tax asset can be realized against futuretaxable profits

10. Contingent Liabilities & Provisions

Contingent Liabilities are possible but not probable obligations as on the Balance Sheetdate, based on the available evidence.

Provisions are recognized when there is a present obligation as a result of past event and itis probable that an outflow of resources will be required to settle the obligation, in respect ofwhich a reliable estimate can be made.

Provisions are determined based on best estimate required to settle the obligation at theBalance Sheet date.

B. Notes to Accounts1. Sundry Debit & Credit balances are subject to confirmation.

2. The company is in the process of identifying creditors covered under Section 22 of theMicro, Small and Medium Enterprises Development Act, 2006

3. Expenditure in foreign currencies: NilIncome in foreign currencies Nil

4. Detail of Directors’ Remuneration Nil

5. Payment to Auditors Year Year31.3.16. 31.3.15.

For Statutory Audit 107000 100000

107000 100000

6. Accounting Standard 17 – Segment Reporting

The Company is principally engaged in the business of Broking and related activities.Accordingly, there are no reportable segments as per AS 17.

7. Accounting Standard 18 – Related Party disclosure A. List of Related Parties

No subsidiary company


43

B. Other Parties with whom the Company has entered into the transaction during the year

i. Other Group Company1. Harvestdeal Securities Ltd.2. Dhanlaxmi Textiles Pvt Ltd

ii. Key Management Personnel1. Shri Manish Banthia2. Shri Sushil Mantri3. Shri G. K. Damani

iii. Relatives of Key Management Personnel S.N. Name Relation with Key Management Personnel

1. Shri Shrikant Mantri Brother of Sushil Mantri 2. Shri R. K. Banthia Father of Manish Banthia

C. During the year brokerage were earned with the related parties in the ordinary course of Business:

8. Earning per Share (EPS)

31st March, 2016 31stMarch,2015Profits/Loss attributable to Shareholders (Rs.) -1849485 75160Nos. of Equity Shares 1,500,000 1,500,000Basic/Diluted Earning Per Share -1.23 0.05

9. Deferred Tax (Liability)/ Asset as at the year end comprise timing difference on account Of Depreciation, Capital Gains.

10. Disclosure of provision as required under AS – 29 “Provisions Contingent Liabilities andContingent Assets” NIL

11. All other information as required as per Para 4C and 4D of Para II of schedule VI to the Act are not applicable to the Company.

12. Information required as per Part IV of Schedule VI to the Companies Act, 1956 is attached herewith.

For Paresh D Shah & Co. For and on behalf of the BoardChartered Accountants

P. D. Shah Giriraj Dammani M. BanthiaProprietor Director DirectorM. No. 40648Firm Regd. No. 107500WPlace: MumbaiDated: 27/05/2016


44

NOTES 2 TO 11 FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2016

PARTICULARS CURRENT YEAR PREVIOUS YEARRS. RS.

NOTE-2SHARE CAPITALAUTHORIZED30,00,000 Equity shares of Rs. 10/- each 30000000 30000000

Issued, Subscribed and Paid up :1500000 Equity shares of Rs. 10/- each 15000000 15000000(P.Y. 1500000 Equity share of Rs.10/- each)

PER BALANCE SHEET RS. 15000000 15000000

N0TE-3RESERVE AND SURPLUSCapital Reserve 1695798 1695798Investment Allowance Reserve 220000 220000General Reserve 1690760 1690760Profit & Loss 77784831 79634316


N0TE-4TRADE PAYABLE 28012928 52403206


NOTE-5OTHER CURRENT LIABILITIES

Creditors (Exps) 148425 173270


NOTE-6SHORT TERM PROVISIONSIncome Tax 300000 15000Option Premium 359580 603500



45

NOTE-8INVESTMENT IN SHARES

CURRENT YEAR PREVIOUS YEAR

NAME OF SECURITY QUANTITY AMOUNT QUANTITY AMOUNTRS. RS.

A) QUOTEDFIRST SOURCE SOLUTION 5000 206250 - -GTL LTD 9316 1023738 9316 1023738HEXA TRADEX LTD 3868 115236 3868 115235INTELLECT DESIGN 2000 570000 - -JET AIRWAYS 1000 702875 - -JINDAL POLYFILM 1400 1533804 1400 1533804JINDAL POLYFILM BONUS 2400 0 2400 0JSW HOLDINGS LTD 2327 4076343 2327 4076343JSW ENERGY 15000 1292000 125000 15317000JSW STEEL 30 27216 30 38038LINCOLN PHARMA 5000 397850MAC AGRO INDUSTRIES 100 6315 100 6315MAHALAXMI SEAMLESS 11530 116090 11530 116090MANGLAM CEMENT 5000 1160348 - -MULTI COMMODITY EXCHANGE 1500 1365592 - -PADMINI TECHNOLOGY 1000 217960 1000 217960PUNJAB WIRE 6100 506130 6100 506130SANGHI POLY 351 1001 351 1001TECH MAHINDRA 8 5437 8 5437TCM 100 355 100 355UNITECH 25000 197533 - -VIJAYA BANK 50000 2387500 50000 2387500

15511723 25742796

NOTE 7 FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2016NOTE-7FIXED ASSETS

Particulars Gross Block Depreciation Net Block

Balance as on Additions Balance as on Balance as on For the Balance as on Balance as on Balance as on01.04.2015 31.03.2016 01.04.2015 Year 31.03.2016 31.03.2016 01.04.2015

Air Conditioner 157222 36983 194205 33800 15424 49224 144981 123422

Furniture & Fixture 1617817 0 1617817 1580149 3767 1583916 33901 37668

Computor inclusiveOffice Equipment 5289482 106650 5396132 5202772 35136 5237908 158224 86710

Motor Car 1072138 - 1072138 269867 80227 350094 722044 802271

CURRENT YEAR 8136659 143633 8280292 7086588 134554 7221142 1059150 1050071

PREVIOUS YEAR 6955021 1181638 8136659 6771904 322394 7094298 1042361 183117


46

CURRENT YEAR PREVIOUS YEAR

NAME OF SECURITY QUANTITY AMOUNT QUANTITY AMOUNTRS. RS.

B) UNQUOTEDAQUA PHARMA 20000 200000 20000 200000AUTOPAL IND 5600 413000 5600 413000CADUBRY 50 61847 50 61847CHEMINAR DRUG 50 14500 50 14500KANORIA DYECHEM 52500 525000 52500 525000PAN AUTO 100000 1100000 100000 1100000VISHAL FOOTWEAR 200000 1000000 200000 1000000VISHWA AGRO 350000 3500000 350000 3500000

6814347 6814347


Aggregate Market Value quoted shares(Current Year : Rs. 13682227/- ) (Previous Year : Rs. 20752507/-)

PARTICULAR CURRENT YEAR PREVIOUS YEARRS. RS.

NOTE-9

TRADE RECEIVABE

WITH IN SIX MONTHS 30730939 47875991

MORE THEN SIX MONTHS 8191666 8251380


NOTE-10CASH & CASH EQUAVALENTS 45202750 42098732


NOTE-11LOANS & ADVANCES 16333041 18268117



47

M/S THE FIRST CUSTODIAN FUND (INDIA) LTDNOTES "12' to "13" FORMING PART OF THE PROFIT & LOSS ACCOUNT AS AT 31ST MARCH, 2016

PARTICULARS CURRENT YEAR PREVIOUS YEARRS. RS.

NOTE-12PAYMENT TO EMPLOYEESSALARIES 1239282 1219694BONUS 92486 93043STAFF WELFARE EXPENCES 8260 90

PER PROFIT AND LOSS ACCOUNT RS. 1340028 1312827

NOTE-13ADMINISTRATIVE & SELLING EXPENSESADVERTISEMENT & PUBLICITY 46137 54083ANNUAL LISTING FEE 200000 100000BANK CHARGES 3017 2376BOOKS & PERIODICALS 4822 4590CM CHARGES A/C 493020 323961DMAT CHARGES 67394 39239DONATION 46000 46000FILING FEE - R.O.C. 6000 2400GENERAL EXPENSES 83335 70103INSURANCE PREMIUM 17500 38245LEGAL EXPENSES 209292 168244MESS EXPENSES 136448 147252NSE EXPENCES(CASH & FO) 2609 606PAYMENT TO AUDITORS 107000 100000POSTAGE EXPENSES 62692 16415PRINTING & STATIONERY 68467 91785PROFESSIONAL TAX FIRM 2500 2500RENT 19522 21363REPAIRS & MAINTENANCE 126368 102327STT AND OTHER EXPENSES 53326 -TELEPHONE EXPENCES 27495 42599TRANSFER AGENT FEES 65218 60993TRAVELLING & CONVEVANCE EXPENCES 7704 5261VSAT & LEASLINE CHARGES 192595 184807

2048461 1625149


48

CASH FLOW STATEMENT PURSUANT TO CLAUSE 32 OF THE LISTINGAGREEMENT FOR THE YEAR ENDED ON 31ST MARCH 2016.

Rupees Rupees Rupees Rupees2015-16 2015-16 2014-15 2014-15

A) Cash flow from operating Activities :Net Profit / Loss Before Tax and extraordinary items (1549925) 39240Add/(less) Adjustments for :Depreciation 134554 314684Interest Paid 127297 148950Mutual fund income - -Dividend received (211036) (310767)Operation Profit before working capital change 50815 152867Adjustments for decrease in trades receivables 17204766 (4727238)decrease in trades payable (24415123) (7159542) 1502946 (3071425)Cash Generated from operation (8709467) (3032185)Less : Interest Paid (127297) (148950) Income tax paid (127297) - (148950)Cash out flow before Extraordinary items (8836764) (3181135)Extraordinary items NIL NILCash out flow from operating Activities (A) (8836764) (3181135)

B) Cash Flow Arising from Investing Activities :Purchase of Fixed Assets (143633) (1181638)Purchase of Investments (4202598) -Sale of Invetsments 13940901 1000429Dividend received 211036 310767Decrease in Loans & Advances given 1935076 (55262)Income from M. Fund - -Net Cash Utilised/Realised in Investing Activities (B) 11740782 74296

C) Cash Flow from Financial Activities :Proceeds from issue of Share Capital NIL NILDecrease of long term loans NIL NILDividend paid Including Dividend Tax NIL NILPublic / right issue expenses NIL NILNet Cash flow in Finance Acitivities (C) NIL NILNet Change in cash & cash equivalents (A+B+C) 3104018 (3106839)Opening Cash and cash equivalents 42098732 45205571Closing Cash and cash equivalents 45202750 42098732

Place : Mumbai For and on Behalf of the BoardDated : 27.05.2016

Girigaj C. Damani M BanthiaAUDITORS CERTIFICATE

The Board of DirectorsThe First Custodian Fund(I) Ltd.We have examined the attached cash flow statement of your company for the year ended 31st March, 2016.The statements has been prepared by the company in accordance with the requirements of listingagreement clause 32 and is based on and in agreement with the corresponding Profit & Loss Account andBalance Sheet of the Company covered by our report of 11/05/2016 to the members of the company

For Paresh D. Shah & Co.Place : Mumbai. Chartered AccountatnsDated : 27.05.2016.

(P.D. Shah)Proprietor


49

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILEI. REGISTRATION DETAILS

REGISTRATION NO 38900 STATE CODE 21BALANCE SHEET AS AT 31 3 2016

DATE MONTH YEARII. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSAND

PUBLIC ISSUE RIGHT ISSUENIL NIL

BONUS ISSUE PRIVATE PLACEMENTNIL NIL

III. PROVISION OF MOBILISATION AND DEVELOPMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)

TOTAL LIABILITIES TOTAL ASSETS125212 125212

SOURCES OF FUNDS:PAID OF CAPITAL RESERVE & SURPLUS15000 81391

SECURED LOANS UNSECURED LOANSNIL NIL

APPLICATION OF FUNDSNET FIXED ASSETS INVESTMENTS1059 22326

NET CURRENT ASSETS STOCK IN TRADE71638 NIL

IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSAND)TURNOVER TOTAL EXPENDITURE2100 3650

PROFIT / (LOSS) BEFORE TAX PROFIT / (LOSS) AFTER TAX-1550 -1550

EARNING PER SHARE IN RS. DIVIDEND RATE %-1.23 NIL

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCT/SERVICES OF COMPANY

PRODUCT DESCRIPTION STOCK BROKINGPRODUCT DESCRIPTION CORPORATE ADVISORY

PER OUR ATTACHED REPORT OF EVEN DATEFOR PARESH D. SHAH & CO. FOR AND ON DEHALF OF THE BOARDCHARTERED ACCOUNTANTS

(P. D. SHAH) (GIRIRAJ C. DAMANI) (MANISH BANTHIA)PROPRIETOR DIRECTOR DIRECTORM NO. 40648PLACE : MUMBAIDATED : 27/5/2016