24th...24th annual general meeting monday, 26th day of september, 2016 at 11:30 am at hotel inner...

24THANNUAL REPORT

2015 -2016

CITI PORT FINANCIAL SERVICES LIMITED

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Index Page

1. Company Information 2

2. Notice 3

3. Directors Reports 10

4. Annexure to Director’s Report 15

5. Auditors Reports 30

6. Balance Sheets 38

7. Profit&LossAccount 39

8. Cash Flow Statements 40

9. Notestofinancialstatement 42

9. Consolidatedfinancialstatement 61

10. E-voting process 86

11. Attendance Slip 88

12. ProxySlip 90

24TH ANNUAL GENERAL MEETINGMonday, 26th Day of September, 2016

At 11:30 AMat Hotel Inner Circle, Raj Bhavan Road,

Somajiguda, Hyderabad-500073, Hyderabad - 500073

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BOARD OF DIRECTORS

1. Mr. Enjamuri Pardha Saradhi Managing Director2. Mr. Ratan Kishan Musurnur Director3. Smt. Dhanushree Guddep Women Director4. Mr. Partha sarathi Prattipati Director 5. Mr. Yetukuri Mallikarjunrao Director CHEIF FINANCIAL OFFICER (CFO)Mr. Raja sekhar Katta

STATUTORY AUDITORS

M/s.G.V.&COVani Nagar,Malkajgiri, Hyderabad

INTERNAL AUDITOR

VNSSRINIVASRAO Chartered accountantHyderabad

SECRETARIAL CONSULTANTS

M/sPSRAO&ASSOCIATESCompany Secretaries Flat No. 10, 4th Floor,Iswarya Nilayam, Dwarakapuri Colony Punjagutta, Hyderabad-500082

REGISTERED OFFICEHouse No.8-3-678/42/5,Flat no.306, 3rd Floor,Santosh Manor, Navodaya Colony, Yellareddyguda, Hyderabad-500073

COMPANY INFORMATION

SHARE TRANSFER AGENTS

M/s.BigshareServicesPrivateLimited,Flat No. 306, right wing,3rdfloor,AmruthaVille,Opp:YashodhaHospital,Somajiguda, Rajbhavan Road,Hyderabad-500082

LISTED AT:

BSELimited

BOARD COMMITTEE

Audit Committee:Mr.Parthasarathi Prattipati - (Chairman)Mr. Yetukuri MallikarjunraoSmt. Dhanushree Guddep

Nomination & Remuneration Committee: Mr.Parthasarathi Prattipati - (Chairman)Mr. Yetukuri MallikarjunraoSmt. Dhanushree Guddep

Stakeholder Relationship Committee:Mr.Parthasarathi Prattipati - (Chairman)Mr. Yetukuri MallikarjunraoSmt. Dhanushree Guddep

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NOTICE

NOTICE isherebygiven that the 24thAnnualGeneral Meeting of the members of the Company at Hotel Inner Circle, Raj Bhavan Road, Somajiguda, Hyderabad-500073 on Monday, 26th September, 2016 at 11.30 A.M to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, approveandadopt theAudited Balance Sheet of the Company as at 31stMarch, 2016and theProfit andLossaccount for the year ended on that date and the Report of Directors’ and the Auditors thereon.

2. To appoint aDirector inplaceofMr.RatanKishanMusurnur(DIN:00997070)whoretiresbyrotation,beingeligibleoffersherselfforre-appointment.

3. ToratifytheappointmentofM/s.G.V&Co.,chartered accountants (Firm Registration No. 012875S) as statutory auditors and, if thought fit,topasswithorwithoutmodification(s)thefollowing resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions ofSections139readwiththeCompanies(Auditand Auditors) Rules 2014 and all other applicable provisions, if any, of the Companies Act, 2013, the company hereby ratifies the appointmentof M/s.G.V&Co.,CharteredAccountant, Hyderabad (Registration No. 012875S) as the Statutory Auditors of the Companytoholdtheofficetilltheconclusionof 27th Annual general meeting, and the Board ofDirectorsbeandherebyauthorizedtofixtheremuneration, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the Company for thefinancialyearending31stMarch,2017.”.

SPECIAL BUSINESS 4. Appointment of Mr.Yetukuri Mallikarjunrao

as Independent Director of the Company

To consider and if thoughtfit, topasswithor without modification(s), the following Resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisionsofSections149,150,152,160andother applicable provisions, if any, of the Companies Act, 2013 read with the Companies (AppointmentandQualificationofDirectors)Rules, 2014 and other applicable rules, if any, Mr.YetukuriMallikarjunrao(DIN-07596439),who was appointed as an Additional Director, whose term expires at the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the officeofDirector,beandisherebyappointedas an Independent Director of the Company to holdofficeforaperiodofFive(5)consecutiveyears from the ensuing Annual General Meeting”.

5. Appointment of Mrs. Dhanushree Gudeep as a Director of the Company

To consider and if thoughtfit, topasswithor without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision oftheSection149,152,160andotherapplicableprovisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and QualificationofDirectors)Rules, 2014Mrs.DhanushreeGudeep (DIN - 07594487)whowas appointed as an Additional Director and holdstheofficetilltheensuingAnnualGeneral

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Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation, be and is herebyappointedasDirectorofthecompany.”

6. Appointment of Mr. Enjamuri Pardha Saradhi as a Managing Director of the Company

To consider and if thought fit, to passwithor without modification(s), the following Resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 150, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and QualificationofDirectors)Rules,2014andotherapplicable rules, if any, Mr. Enjamuri Pardha Saradhi (DIN - 07531047), who was appointed as an Additional Director, whose term expires at the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidaturefortheofficeofDirector,beandisherebyappointedasDirectoroftheCompany”.

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 andany other applicable provisions if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with Schedule V to the Companies Act, 2013 and other applicable rules

made there under (including any statutory modification(s)orre-enactmentthereofforthetime being in force), the consent of the Company, be and is hereby accorded to the appointment of Mr. Enjamuri Pardha Saradhi (DIN - 07531047) as a Managing Director of the Company for a periodofthreeyearswitheffectivefrom23rdAugust, 2016, on the terms and conditions of appointment and remuneration as contained in the draft agreement, a copy where of initialed by theChairmanforthepurposeofidentificationis placed before the meeting.

“RESOLVED FURTHER THAT Board of Directors be and is hereby authorised to alter and vary such terms of appointment and remuneration so as to not exceed the limits specifiedinScheduleVtotheCompaniesAct,2013 as may be agreed by Mr. Enjamuri Pardha Saradhi (DIN - 07531047) and the Board of Directors” and todoall suchactsdeeds andthingasmaybe required togiveeffect to theresolution.

By order of the Board For CITIPORT FINANCIAL SERVICES LIMITED

sd/- Enjamuri Pardha Saradhi Managing DirectorPlace:HyderabadDate:23rdAugust,2016

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NOTES:

1. AMEMBERENTITLEDTOATTENDANDVOTE ISENTITLEDTOAPPOINTAPROXYTOATTENDANDVOTEONHIS/HERBEHALFANDTHEPROXYNEEDNOTBEAMEMBEROFTHECOMPANY.TheinstrumentofProxy,inordertobeeffective,shouldbedepositedattheRegisteredOfficeoftheCompany,dulycompletedandsigned,notlaterthan48hoursbeforethecommencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the companya certified copyof theBoard resolutionauthorizing theirrepresentative to attend and vote on their behalf at the meeting

3. TheRegisterofmembersandsharetransferbooksofCompanyshallremainclosedfromTuesday, 20th September, 2016 To Monday, 26th September, 2016 (both days inclusive).

4. Statement as required under Section 102 of the Companies Act, 2013, in respect of special business is annexed hereto.

5. Members are requested to notify any change in their addresses to the Company immediately.

6. Members desirous of obtaining any information on the Annual Accounts of the Company are requested to write to the Company at least 7 working days before the date of the meeting to enable the Company for compilation of the required information.

7. Members are requested to notify immediately any change of address to their Depository Participants (DPs) in respect of their holdings in electronic form and also in respect of their physical share folios, ifanytoM/s.BigshareServicesPrivateLimited,FlatNo.306,RightWing,3rdFloor,AmruthaVilleApt.,Opp:YashodhaHospital,Somajiguda,RajbhavanRoad,Hyderabad-500082

8. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 24th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Service (India)Limited(CDSL):

TheMemberswhosenamesappearintheRegisterofMembers/ListofBeneficialOwnersason19th September, 2016(cut-offdate),areentitledtovoteontheresolutionssetforthinthisNotice.

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The e-voting period will commence on Friday, 23rd September, 2016 (09:00 hrs) and will end on Sunday, 25th September, 2016 (17:00 hrs). During this period, shareholders of the Company holding shareseitherinphysicalformorindematerializedform,asonthecut-offdatemaycasttheirvoteelectronically.Thee-votingmoduleshallbedisabledbyCDSLforvotingthereafter.Memberswillnotbeabletocasttheirvoteselectronicallybeyondthedate&timementionedabove.

TheloginIDandpasswordfore-votingalongwithprocess,mannerandinstructionsfore-votingisbeing attached in the Annual Report.

TheCompanyhasappointedMr.MBSuneel,PracticingCompanySecretary,HyderabadasScrutinizerfor conducting the e-voting process for the Annual General Meeting in a fair and transparent manner.



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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ThefollowingStatementsetsoutallmaterialfactsrelatingtotheSpecialBusinessmentionedintheaccompanyingNotice:

ITEM NO. 4:

Mr.YetukuriMallikarjunrao (DIN - 07596439),whowasappointedas anAdditionalDirectorof thecompany w.e.f. 23rd August 2016 pursuant to the provisions of Section 161 of the Companies Act, 2013, holdsofficeuptothedateofthisAnnualGeneralMeetingofthecompanyandiseligibleforappointment.

In terms of Section 160 of the Companies Act, 2013, the company has received a notice in writing along with a deposit of requisite amount from a Member signifying his intention to propose the candidature ofMr.YetukuriMallikarjunrao(DIN-07596439)fortheofficeofDirector.

Further, in termsof Section 149 readwith Schedule IVof theCompaniesAct, 2013, theBoardofDirectorshasreviewedthedeclarationmadebyMr.YetukuriMallikarjunrao(DIN-07596439)andunderSEBI(LODR)Regulations,2015Mr.YetukuriMallikarjunrao(DIN-07596439)possessesappropriateskills,experienceandknowledge,interalia,inthefieldoffinancethathemeetsthecriteriaofindependenceasprovidedinSection149(6)oftheCompaniesAct,2013,andtheBoardisofopinionthathefulfillstheconditionsspecifiedintheCompaniesAct,2013andtherulesmadethereunderandisindependentofthe management.

Intermsofsection149(10)oftheCompaniesAct,2013,anIndependentDirectorshallholdofficeforatermuptofiveconsecutiveyearsontheBoardofacompanybutshallbeeligibleforreappointmentonpassingofaspecialresolutionbythecompanyforafurtherperiodofuptofiveyears.Inviewoftheaboveprovisions,theproposalfortheappointmentofMr.YetukuriMallikarjunrao(DIN-07596439)asIndependentDirector,notliabletoretirebyrotation,foraperiodoffiveyearshasbeenputupfortheapproval of shareholders.

Accordingly, your Directors recommend the Resolution for the approval of the shareholders appointing Mr.YetukuriMallikarjunrao(DIN-07596439)asanIndependentDirectoroftheCompany,notliabletoretirebyrotation,foraperiodoffiveyears.

SaveandexceptMr.YetukuriMallikarjunrao(DIN-07596439)andhisrelatives,totheextentoftheirshareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel oftheCompany/theirrelativesare,inanyway,concernedorinterested,financiallyorotherwise,inthe resolution.

TheBoardcommendstheOrdinaryResolutionsetoutatItem No. 4 of the Notice for approval by the shareholders.

ITEM NO.5:

Mrs.DhanushreeGudeep(DIN-07594487)wasappointedasanAdditionalDirectorw.e.f23rdAugust2016, in accordance with the provisions of section 161 of the Companies act, 2013. Pursuant to section

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161oftheCompaniesact,2013theabovedirectorholdsofficeuptothedateoftheensuingtheAnnualGeneral Meeting. In this regard the company has received request in writing from a member of the companyalongwithrequireddeposit,proposingMrs.DhanushreeGudeep(DIN-07594487)candidaturefor appointment as Director of the company, liable to retire by rotation in accordance with the provisions ofsection160andallotherapplicableprovisionsoftheCompaniesact,2013.TheboardfeelsthatpresenceofMrs.DhanushreeGudeep(DIN-07594487)ontheboardisdesirableandwouldbebeneficialtothecompany and hence recommend Item No:5 for adoption.

None of the directors or Key Managerial Personnel and their relatives except Mrs. Dhanushree Gudeep (DIN-07594487)isconcernedorinterested(financiallyorotherwise)inthisResolution.

ITEM NO. 6: Mr. Enjamuri Pardha Saradhi (DIN - 07531047) who was appointed as an Additional Director of the companypursuanttotheprovisionsofSection161oftheCompaniesAct,2013,holdsofficeuptothedate of this Annual General Meeting of the company and is eligible for appointment.

In terms of Section 160 of the Companies Act, 2013, the company has received a notice in writing along with a deposit of requisite amount from a Member signifying his intention to propose the candidature ofMr.EnjamuriPardhaSaradhi(DIN-07531047)fortheofficeofDirector

TheBoardofDirectorstakingintoconsiderationofexperiencebyMr.EnjamuriPardhaSaradhi(DIN- 07531047) and in best the interests of the Company, the Board of Directors appointed as Managing Directorforaperiodof(3)Threeyearsatremunerationasapprovedbytheremunerationcommitteeofthe company, subject to the approval of the members in their meeting.

Save and except by Mr. Enjamuri Pardha Saradhi (DIN - 07531047) and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel oftheCompany/theirrelativesare,inanyway,concernedorinterested,financiallyorotherwise,inthe resolution.

TheBoardcommendstheSpecialResolutionsetoutatItemNo.6oftheNoticeforapprovalbytheShareholders.



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Information in respect of directors seeking appointment/re-appointment as required under SEBI(LODR) REGULATIONS, 2015

Name of the Mr. Ratan Kishan Mr. Yetukuri Mrs. Dhanushree Mr. Enjamuri Directors Musurnur Mallikarjunrao Gudeep Pardha Saradhi

Dateoffirst 10thMarch2006 23/08/2016 23/08/2016 30/05/2016appointment

Dateofbirth/age 06/06/1980 09/08/1978 02/08/1986 01/07/1951

Expertiseinspecific Finance Administration HumanResource Financefunctional areas

Educational MCA&MSComputers Graduation Graduation Graduationqualification

Chairman/member of the committees of board of Directors of the company

ListofDirectorships,Committee Chairmanship, Membership held in other companies as on Date excluding Private limited Companies

1.Audit Committee2.Nomination&Remuneration Committee3.Stake Holders Relationship Committee

1.Audit Committee2.Nomination&Remuneration Committee3.Stake Holders Relationship Committee

NIL NIL

NILNILNILNIL

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DIRECTOR’S REPORTToTheMembers,

Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2016

FINANCIAL RESULTS: (RsInLakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2016 31.03.2015Sales(Excl.DutiesandTaxes) 17.35 17.26

OtherIncome - -

TotalIncome 17.35 17.26

TotalExpenditure 15.41 16.60

Interest 0.58 0.48

ProfitBeforeDepreciationandTaxation 1.36 0.18

Depreciation 0.03 0.03

ProfitBeforeTax 1.33 0.14

Exceptional Items (25.00)

Tax - 0.15

NetProfit/(Loss) (23.67) 0.01

COMPANY PERFORMANCE:Duringthefinancialyearunderreview,yourCompanyhasachievedtotalincomeofRs.17.35LakhsasagainstthepreviousyearincomeofRs.17.26LakhsandrecordednetlossofRs.23.67Lakhsforfinancialyear 2015-16 when compared to a net loss of Rs. Nil during the previous year.

TheCompanyishopefulthatthisfiscaltheeconomywillwitnessupwardtrendandgoodbusinessandwillexperienceasignificantgrowthandprofitabilitythisyear.Howeverthingsarerestoringtonormalcy and the industry is recovering from the depression and your company would do better in the years to come.

DIVIDEND:

YourDirectorsdonotrecommendanyDividendforthefinancialyear2015-2016asthecompanyhasincurred loss from the business operations.

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FIXED DEPOSITS

TheCompanyhasneitheracceptednorrenewedanydepositsfallingwithintheprovisionsofSection73and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

BOARD MEETINGS

During theyearunder review,Fourboardmeetingswereheldon22.05.2015, 12.08.2015,09.11.2015,11.02.2016,Themaximum time-gapbetweenany two consecutivemeetingswaswithin theperiodprescribed under the Companies Act, 2013.

BOARD EVALUATION

TheBoardofDirectorsevaluatedtheannualperformanceoftheBoardasawhole,itscommittee’sandthedirectorsindividuallyinaccordancewiththeprovisionsoftheCompaniesAct,2013andSEBI(LODR)Regulations,2015inthefollowingmanner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution andperformanceofspecificduties,obligationsandgovernance,forevaluationoftheperformanceofthe Board, its Committee’s and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. ThemembersoftheBoardwererequestedtoevaluatebyfillingtheevaluationformsandthedulyfilledinevaluationformswererequiredtobesenttotheCompanySecretaryinasealedenvelopeor personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director, and formulatedafinal collective evaluationof theBoard.TheBoardalsoprovidedan individualfeedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 11th February 2016 to evaluate the performanceevaluationoftheChairman,theNonIndependentDirectors,theBoardandflowofinformation from management.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,Mr.RatanKishanMusurnur(DIN:00997070)retiresbyrotationattheensuingAnnualGeneralMeetingandbeingeligible,offershimselfforre-appointment

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of theCompany,Mr.YetukuriMallikarjunrao (DIN - 07596439), whowasappointedasAdditionalDirectorw.e.f.23rdAugust2016andheshallholdofficeuptothedateoftheensuing Annual General Meeting.TheCompanyhasreceivedrequisitenoticeinwritingfromthemembersalongwithrequisitefees proposing Mr.Yetukuri Mallikarjunrao for appointment as an Independent Director.

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Mrs. Dhanushree Gudeep, who was appointed as Additional Director w.e.f. 23rd August 2016 and heshallholdofficeuptothedateoftheensuingAnnualGeneralMeeting.TheCompanyhasreceivedrequisite notice in writing from the members along with requisite fees proposing Mrs. Dhanushree Gudeep, for appointment as an Director.

Mr. Enjamuri Pardha Saradhi (DIN - 07531047), who was appointed as Additional Director of the company w.e.f30thMay2016andheshallholdofficeuptothedateoftheensuingAnnualGeneralMeeting.TheCompany has received requisite notice in writing from the members along with requisite fees proposing Mr. Enjamuri Pardha Saradhi for appointment as an Managing Director

Further Board of Directors have recommended the said Resolutions for the Approval of the Members in the ensuing Annual General Meeting

DIRECTORS’ RESPONSIBILITY STATEMENT:

PursuanttoSection134(5)oftheCompaniesAct,2013,yourDirectorsconfirmthattothebestoftheirknowledge and belief and according to the information and explanation obtained by them,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Suchaccountingpoliciesasmentionedinthenotestothefinancialstatementshavebeenselectedand applied consistently and judgments and estimates that are reasonable and prudent made so astogiveatrueandfairviewofthestateofaffairsoftheCompanyattheendofthefinancialyear2015-16andoftheprofitorlossoftheCompanyforthatperiod;

iii. Properandsufficientcarehasbeentakenforthemaintenanceofadequateaccountingrecordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. Theannualaccountsfortheyear2015-16havebeenpreparedonagoingconcernbasis.

v. Thatproperinternalfinancialcontrolswereinplaceandthatthefinancialcontrolswereadequateandwereoperatingeffectively.

vi. Thatsystem to ensure compliance with the provisions of all applicable laws were in place and wereadequateandoperatingeffectively.

AUDITORS:

Pursuant to theprovisionsofSection139(2)of theCompaniesAct,2013,M/s.G.V.&Co,CharteredAccountant,Hyderabad, appointedas StatutoryAuditors of theCompany toholdoffice from theconclusion of this Annual General Meeting till the conclusion of 27th Annual General Meeting subject totheratificationofshareholdersateveryAnnualGeneralMeetingatsuchremunerationasdecidedbytheBoard.TheCompanyisinreceiptofconfirmationfromtheStatutoryAuditorthatintheeventofhisre-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be

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inaccordancewiththelimitsspecifiedinSection141oftheCompaniesAct,2013.Hencetheaboveresolution isplacedbefore themembers forratificationof theappointmentof thestatutory auditors of the Company.

TheNotesonFinancialStatementsreferredtointheAuditors’Reportareself-explanatoryanddonotcallforanyfurthercomments.Therearenoqualificationsinthereportofthestatutoryauditorsfortheyear 2015-16

INTERNAL AUDITOR:

TheBoardofDirectorsbasedontherecommendationoftheAuditCommitteehasre-appointedM/s.VNSSrinivas,CharteredAccountants,Hyderabad,astheInternalAuditorsofyourCompany.TheInternalAuditors are submitting their reports on quarterly basis.

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

TheCompanyisunderthebusinessofinvestmentandfinancingsotheparticularsoftheConservationofenergyandTechnologyAbsorptionisNOTAPPLICABLE

ForeignExchangeEarningsandOutgo:NIL

MANAGEMENT DISCUSSION & ANALYSIS

PursuanttotheprovisionofRegulation34(2)(e)ofSEBI(LODR)Regulations,2015areportonManagementDiscussion&Analysisissetoutasan Annexure A.

SECRETARIAL AUDIT

PursuanttotheprovisionsofSection204oftheCompaniesAct,2013andTheCompanies(Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MB Suneel, aCompanySecretaryinPracticetoundertaketheSecretarialAuditoftheCompany.TheSecretarialAudit Report is annexed herewith as “Annexure B” to this report.

RELATED PARTY TRANSACTIONS

Allrelatedpartytransactionsthatwereenteredintoduringthefinancialyearwereonanarm’slengthbasisandwereintheordinarycourseofbusiness.Therearenomateriallysignificantrelatedpartytransactionsmade by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons whichmayhaveapotentialconflictwiththeinterestoftheCompanyatlarge.

All related party transactions are placed before the Audit Committee as also the Board for approval. PrioromnibusapprovaloftheAuditCommitteeisobtainedasperRegulation23oftheSEBI(LODR)REGULATIONS,2015forthetransactionswhichareofaforeseenandrepetitivenature.TheCompanyhasdevelopedaPolicyonRelatedPartyTransactionsforthepurposeofidentificationandmonitoringof such transactions.

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ThePolicyonRelatedPartyTransactionsasapprovedbytheBoardisuploadedonthewebsiteoftheCompany.Theparticularsofcontractsorarrangementswithrelatedpartiesreferredtoinsub-section(1)ofSection188oftheCompaniesAct,2013inFormAOC-2isherewithannexedas‘Annexure C’ to this report. EXTRACT OF ANNUAL RETURN

ThedetailsformingpartoftheextractoftheAnnualReturninFormMGT-9isannexedherewithas“Annexure D” to this report.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company islessthanRs.25Crores,theprovisionsofRegulations17,18,19,20,21,22,23,24,25,26,27andclauses(b)to(i)ofsub-regulation2ofRegulation46andparaC,D&EofScheduleVoftheSecuritiesExchangeBoardofIndia(ListingObligationsandDisclosureRequirements)Regulations,2015,arenotapplicableto the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) readwithRule 5 (1) of theCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure-E. In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee whoisemployedthroughoutthefinancialyearandinreceiptofremunerationof102Lakhsormore,oremployeeswhoareemployedforpartoftheyearandinreceiptof8.5Lakhsormorepermonth.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extendedbyalltheStatutoryAuthorities.TheBoardalsoextendsitsheartfeltgratitudetotheCreditorsandShareholdersfortheconfidencereposedbythemintheCompany.YourDirectorsalsoplaceonrecord their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board ForCITIPORTFINANCIALSERVICESLIMITED

Sd/- Sd/- Enjamuri Pardha Saradhi Parthasarathi Prattipati Managing Director DirectorPlace:HyderabadDate:23rdAugust,2016

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ANNEXURE- AMANAGEMENT DISCUSSION & ANALYSIS

NBFC & GROWTH

NBFCs being financial intermediaries are engaged in the activity of bringing the saving and theinvesting community together. In this role they are perceived to be playing acomplimentary role to banks rather than competitors, as it is a known fact that majority of the population in the country do notyethaveaccesstomainstreamfinancialproductsandservicesincludingabankaccount.Therefore,the country needs institutions beyond banks for reaching out in areas wherebanks’ presence may be lesser.Thus,NBFCshavecarvednichebusinessareasforthemithinthefinancialsectorspaceandarealso popular for providing customised products. In short, NBFCs bring the much needed diversity to thefinancialsectorthusdiversifyingtherisks,increasingliquidityinthemarketstherebypromotingfinancialstabilityandbringingefficiencytothefinancialsector.

OPPORTUNITIES AND THREATS:

TheNBFCsectorhasgreatpotential togrow further and theGovernmentof India is also focusingontheirdevelopmentandexpansioninruralareas.TherecentstepsbytheGovernmentofIndiatocreate Infrastructure for NBFC and to provide banking license for NBFCs is a positive signal and the emergenceofREMF(RealEstateMutualFunds)&REIT(RealEstateInvestmentTrust)hasbroughtnew scope for funding in Real Estate Sector.

However, NBFC’s do play a critical role in participating in the development of an economy by development in sectors like transport, employment generation, wealth creation, bank credit in rural segmentsandtosupportfinanciallyweakersectionsofthesociety.Emergencyserviceslikefinancialassistance and guidance is also provided to the customers in the matters pertaining to insurance.

RISKS AND CONCERNS:

BeinginthefinancialservicesbusinesshasitsowntypicalrisksandtheCompanytakesfullcognizanceof the fact that these risks can have a serious impact on the operations of the Company as well as its profitability.Inordertoensurethattheimpactofrisksisminimal,theCompanylaysutmostimportanceonscanningtheexternalenvironmentregularly.TheCompanyalsohasadequateriskidentification.

Tomitigatetherisksaffectingthegrowthandprofitabilitythecompanyhasdirecteditseffortsforriskmanagementbyemployingthepeoplewhoareexpertiseandtryingtoinitiatenewtechnology.Thecompany is constantly engaged in innovating its methods and procedure of risk management

INDUSTRY OUTLOOK:

Non-bankingfinancecompanies(NBFC’s)areintegralpartofcountry’sfinancialsystembecausetheircomplementary aswell as competitive role. They act as critical link in the overall financial systemcatering to a large market of niche customers. However, competition continues to be intense as India and foreign banks have entered the retail trading business in a big way, thereby exerting pressure on

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margins.Theerstwhileprovidersoffundshavenowbecomecompetitor.NBFC’scansustaininthiscompetitiveenvironmentonlythroughoptimizingoffundingcosts,identificationofpotentialbusinessareas,wideninggeographicalreach,anduseoftechnology,costefficiency,strictmonitoringandraisingthe level of customer service.

COMPANY OUTLOOK

Thecompanyhasalossduringthefinancialyear2015-16.However,ithasmadelossduringthefinancialyearunder reviewdue to the economydowntrendwhich adversely affectedfinancial andbankingsector.Theboardofdirectorsofyourcompanyfeelthattheeconomywillimprovestillinthecomingyears providing the greater chance for your company to grow further. Moreover, Indian Government took many initiatives programmes which will promote industry to come with many opportunities and chance to grow further in coming years. Your company is actively engaged in introducing innovative andcustomizedproductsforthecustomers.Themanagementofyourcompanyismakingalleffortsinfindingnewareasandmarketsforexploringthecompany’sproductsandservices.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate internal control systems to ensure that all the assets aresafeguarded and that all transactions are authorized recorded and reported correctly. Regular internal audits and checks are carried out to ensure that the execution of approved activities is in line with the policies and processes in place and that the systems are adequately strengthened to ensure compliance. InternalauditcoververificationofLoan&securitycreationsdocuments,repayments,Creditevaluation,asalsoprocessauditsofvariousfunctions&Systemsaudits.

TheBoardofDirectorshasbeen entrustedwith the responsibilityof reviewing thefindings and toinvestigate and take necessary actions wherever required.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS:

TheCompanyrecognizesthatitssuccessisdeeplyembeddedinthesuccessofthehumanresources.TheCompanyhassignificantlyscaledupitsactivitiesthroughinvestmentinpeopleandinfrastructure.TheCompany nurtures its employees as its critical assets through healthy working atmosphere that ensures equalopportunityforgrowthandchallengetoalltheemployees.TheCompanybelievesincreatingbusiness leaders by employing best talent in the industry, providing opportunities, empowerment by delegations, training and taking care of their growth. As our business grows, we would continue to expandthehumanresourceswhicharefundamentaltothefinancialservicesbusiness.

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ANNEXURE-BForm No MR - 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

ToTheMembers,CITIPORT FINANCIAL SERVICES LIMITEDHyderabad

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togoodcorporatepracticesbyCITIPORTFINANCIALSERVICESLIMITED, (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

BasedonourverificationoftheCompany’sbooks,papers,minutesbooks,formsandreturnsfiledandother records maintained by the Company and also the information provided by the Company, its officers,agentsandauthorizedrepresentativesduringtheconductofsecretarialaudit,weherebyreportthatinouropinion,theCompanyhas,duringtheauditperiodcoveringthefinancialyearendedon31stMarch, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to thereportingmadehereinafter:

1. Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyforthefinancialyearendedon31stMarch,2016accordingtotheprovisionsof:

i. TheCompaniesAct,2013(theAct)andtherulesmadethereunder.

ii. TheSecuritiesContracts(Regulation)Act,1956(‘SCRA’)andtherulesmadethereunder;

iii. TheDepositoriesAct,1996andtheRegulationsandBye-lawsframedthereunder;

iv. ForeignExchangeManagementAct, 1999 and the rules and regulationsmade thereunder totheextentofForeignDirectInvestmentandOverseasDirectInvestment.(theCompanyhasnotraised any External Commercial Borrowing)

v. ThefollowingRegulationsandGuidelinesprescribedundertheSecuritiesandExchangeBoardofIndiaAct,1992(‘SEBIAct’):-

(a) TheSecuritiesandExchangeBoardofIndia(SubstantialAcquisitionofSharesandTakeovers)Regulations, 2011;

(b) TheSecuritiesandExchangeBoardofIndia(ProhibitionofInsiderTrading)Regulations,2016;

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

(d) TheSecuritiesandExchangeBoardofIndia(ShareBasedEmployeeBenefit)Regulations,2014(Not applicable to the Company during the audit period);

(e) TheSecuritiesandExchangeBoardofIndia(IssueandListingofDebtSecurities)Regulations,2008; ( Not applicable to the Company during the audit period)

(f) TheSecuritiesandExchangeBoardofIndia(RegistrarstoanIssueandShareTransferAgents)Regulations,1993regardingtheCompaniesActanddealingwithclient;

(g) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009(Notapplicable to the Company during the audit period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Notapplicable to the Company during the audit period);

vi. OtherlawsincludingBankingRegulationAct,1949,Rules,RegulationsandGuidelinesissuedbytheReserveBankofIndiaareapplicabletoNon-BankingFinancialCompanieswithclassificationasa‘LoanCompany’;whichisspecificallyapplicabletotheCompany.

Ihavealsoexaminedcompliancewiththeapplicableclausesofthefollowing:

i. The ListingAgreement/SEBI (LODR) Regulations entered into by the Company with StockExchange and

ii. Secretarial Standards issued by the Institute of Company Secretaries of India

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines,Standards,etc.mentionedabovesubjecttothefollowingobservations:

*TheCompanyisyettoappointCompanySecretary.

We further report that

F TheBoardofDirectorsof theCompany isdulyconstitutedwithproperbalanceofExecutiveDirectors,Non-ExecutiveDirectorsandIndependentDirectors.Thechangesinthecompositionof the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

F Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurtherinformationandclarificationsontheagendaitemsbeforethemeetingandformeaningful participation at the meeting.

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F All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that

F There are adequate systems andprocesses in theCompany commensuratewith the size andoperations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

F There were no such specific events/actions in pursuance of the above referred laws, rules,regulations,etc.,havingamajorbearingontheCompany’saffairs.

Sd/- MB SUNEEL Company Secretary C.P.No:14449Place:HyderabadDate:23rdAugust,2016

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Annexure C Particulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act,2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 – AOC-2]

ThisFormpertains to thedisclosureofparticulars of contracts/ arrangements entered intoby theCompany with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

Detailsofcontractsorarrangementsortransactionsnotatarm’slengthbasis:Therewerenocontractsor arrangements or transactions entered into during the year ended March 31, 2016, which were not at arm’s length basis.

Detailsofmaterialcontractsorarrangementortransactionsatarm’slengthbasis:

Thedetailsofmaterialcontractsorarrangementortransactionsatarm’slengthbasisfortheyearendedMarch31,2016areasfollows:

Name of The Nature of Nature of The Monetary Value Related Party Relationship Contract Per Financial Year

Associates InterestIncome 1,71,759

Place:Hyderabad Sd/-Date:23rdAugust2016 EnjamuriPardhaSaradhi Managing Director

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Annexure DFormNo.MGT-9

EXTRACT OF ANNUAL RETURN ASON THE FINANCIAL YEAR ENDED ON 31st MARCH 2016

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

I. REGISTRATIONANDOTHERDETAILS:

CIN L65991TG1992PLC065867Registration Date 01-07-1992Name of the Company CITIPORTFINANCIALSERVICESLIMITEDCategory/Sub-Category of the Company PublicCompany/LimitedbySharesAddress of the Registered office and contact details HouseNo.8-3-678/42/5,FlatNo.:306,3rdFloor, Santosh Manor, Navodaya Colony, Yellareddyguda, Hyderabad - 500073Whether listed company YesName, Address and Contact details of M/s.BigshareServicesPrivateLimited,Registrar and Transfer Agent, if any Flat No. 306, right wing, 3rdfloor,AmruthaVille, Opp:YashodhaHospital, Somajiguda, Rajbhavan Road, Hyderabad-500082

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAllthebusinessactivitiescontributing10%ormoreofthetotalturnoverofthecompanyshallbestated:-

Sr. No. Name and Description of main NIC Code of the % to total turnover products/ services Product/ service of the company

1 Financial Services 661 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name And CIN/GLN Holding/ % of shares Applicable Address of Subsidiary held Section The Company /Associate

1. Goldenvalley U67120TG2007PTC052639 Associate 29.01 2(46) HoldingPvt.Limited2. CitiportCredit U74899DL1995PLC065962 subsidiary 82.59 2(87) Limited

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)A. Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held % Change beginning of the year at the end of the year theyear during Demat Physical Total %ofTotal Demat Physical Total %ofTotal Shares Shares

Promoter Indian Individual/ HUF Central Govt State Govt (s) BodiesCorp 899304 0 899304 29.01 899304 0 899304 29.01 0Banks / FI AnyOther Sub-total(A)(1):- 899304 0 899304 29.01 899304 0 899304 29.01 0Foreign NRIs-Individuals Other-Individuals Bodies Corp. Banks / FI AnyOther…. 0 0 0 0 0 0 0 0 0Sub-total(A)(2):- 0 0 0 0 0 0 0 0 0Public Shareholding Institutions Mutual Funds Banks / FI Central Govt State Govt(s) Venture Capital Funds Insurance Companies FIIs Foreign Venture Capital FundsOthers(specify) 0 0 0 0 0 0 0 0 0Sub-total(B)(1) 0 0 0 0 0 0 0 0 02. Non Institutions Bodies Corp. 3737 611200 614937 19.84 2628 611200 613828 19.80 0.04(i) Indian(ii)OverseasIndividuals(i)Individualshareholders 163161 160495 323656 10.44 208761 293595 502356 16.21 (5.77)holding nominal share capital upto Rs. 2 lakhs (ii) Individual shareholders holdingnominalsharecapital 149991 1112100 1262091 40.71 106100 978400 1084500 34.98 5.73in excess of Rs 2 lakhs Others(NRI) 12 0 12 0 12 0 12 0 0Sub-total(B)(2) 316901 1883795 2200696 70.99 317501 1883195 2200696 70.99 0Total Public Shareholding (B)=(B)(1)+ (B)(2) 316901 1883795 2200696 70.99 317501 1883195 2200696 70.99 0C. Shares held by Custodian for GDRs &ADRs Grand Total (A+B+C) 1216205 1883795 3100000 100.00 1216805 1883195 3100000 100 0

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B. Shareholdings of Promoters:

SN Shareholder’s Shareholding at the Shareholding at the % change in Name beginning of the year end of the year shareholding during the year No. of %of total %of No of % of total % of Shares Shares Shares of Shares Shares Shares of the Pledges/ the Pledged/ company encumbere company encumber d to total ed to total shares

1 Goldenvelly HoldingsPrivate 899304 29.01 0.00 899304 29.01 0.00 Nil Limited

C. Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the Cumulative Shareholding beginning of the year during the year

No. of shares % of total No. of % of total shares of the shares shares of the company company

Atthebeginningoftheyear 899304 29.01 899304 29.01

Date wise Increase / Decrease in Promoters Shareholdingduringtheyear NOCHANGEDURINGTHEYEAR specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/sweatequityetc.):

Attheendoftheyear 899304 29.01 899304 29.01

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D. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

CumulativeSl. Name Shareholding Increase/ Reason ShareholdingNo Date Decrease in during the year share (01-04-15 to 31-03-16 No. of Shares % of total holding No. of % of at the beginning shares of the Shares total (01-04-14)/ Company shares of end of the year the (31-03-16) Company

1 GINZA COMMUNICATION 307600 9.92 01.04.2015 Nil PRIVATELIMITED Movement during 0 the year

307600 9.92 31.03.2016

2 MITHUL INVESTMENT 242200 7.81 01.04.2015 Nil PRIVATELIMITED Movement during 0 the year

242200 7.81 31.03.2016

3 MUSUNURU 136100 4.39 01.04.2015 Nil NAGA SWARNA Movement during 136100 4.39 31.03.2016 the year

4 PRAKASH Nil RAO 100000 3.23 01.04.2015 Movement during 0 the year 100000 3.23 31.03.2016

5 GBHAGAT Nil 75000 2.42 01.04.2015 Movement during 0 the year

75000 2.42 31.03.2016

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6 PADMAJA RANI 74800 2.41 01.04.2015 Nil POTHANA Movement during 0 the year

74800 2.41 31.03.2016

7 NAGABHARGAVI PENDYALA 52600 1.70 01.04.2015 Nil Movement during 0 the year

52600 1.70 31.03.2016

8 K. RAJASHEKER 50000 1.61 01.04.2015 Nil Movement during 0 the year

50000 1.61 31.03.2016

9 RAMAKRISHNA 50000 1.61 01.04.2015 Nil RAOB Movement during 0 the year

50000 1.61 31.03.2016

10 NAGARJUNA 50000 1.61 01.04.2015 Nil MOVVA Movement during 0 the year

50000 1.61 31.03.2016

E. Shareholding of Directors and Key Managerial Personnel:

Shareholding CumulativeSl. Name ShareholdingNo during the year (01-04-14 to 31-03-15 No. of Shares % of total Date Increase/ Reason No. of % of at the beginning shares of the Decrease in Shares total (01-04-15)/ Company shareholding shares end of the year of the (31-03-16) Company1 Enjamuri Pardha Saradhi 0 0 Nil 0 02 Ratan Kishan Musurnur 250 0.00 Nil 250 03 DhanushreeGuddep 0 0 NIL Nil 0 04 Partha sarathi Prattipati 250 0.00 Nil 250 05 Yetukuri Mallikarjunrao 0 0 Nil 0 0

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SecuredLoans Unsecured Deposits Total excluding Loans Indebtedness deposits

Indebtedness at the beginning ofthe financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due Total (i+ii+iii)Change in Indebtedness during thefinancial year* Addition* ReductionNet ChangeIndebtedness at the end of thefinancial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. ParticularsofRemuneration NameofMD/WTD/Manager TotalAmount

1 Gross salary Executive Director

(a) Salary as per provisions contained in section 17(1) of the - - Income-taxAct,1961 (b) Value of perquisites u/s 17(2) - - Income-taxAct,1961 (c) Profitsinlieuofsalaryunder - - section17(3)Income-taxAct,1961 2 StockOption - -3 Sweat Equity - -4 Commission -as%ofprofit - - -others,specify… 5 Others,pleasespecify - - Total (A) - - Ceiling as per the Act

NIL

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

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B. Remuneration to other directors

SN. ParticularsofRemuneration NameofDirectors TotalAmount 1 Independent Directors Fee for attending board committee meetings Commission Others,pleasespecify

Total (1) 2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) TotalManagerial Remuneration OverallCeilingaspertheAct

C.RemunerationtokeymanagerialpersonnelotherthanMD/Manager/WTD

SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total1 Gross salary

(a) Salary as per provisions contained in section17(1)oftheIncome-taxAct,1961

(b) Value of perquisites u/s 17(2) Income- taxAct,1961

(c)Profitsinlieuofsalaryundersection 17(3)Income-taxAct,1961

2 StockOption

3 Sweat Equity

4 Commission -as%ofprofit others,specify…

5 Others,pleasespecify

Total

NIL

NIL

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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Sectionofthe Brief Detailsof Authority Appealmade, Companies Description Penalty/ [RD/NCLT/ ifany(give Act Punishment/ COURT] Details) Compounding fees imposed

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

NIL

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ANNEXURE –DInformation pursuant to Section 197 of the Act

Read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

i.Thepercentage increase in remunerationofeachdirector,ChiefFinancialOfficer,ChiefExecutiveOfficer,CompanySecretaryduringthefinancialyear2015-16andRatiooftheremunerationofeachdirectortothemedianremunerationoftheemployeesofthecompanyforthefinancialyear2015-16:

Name of the Director/ Remuneration of % increase in Ratio of the remunerationKey Managerial Personnel Director KMP for the Remuneration in the to the median remuneration financialyear2015-16 financialyear2015-16 oftheemployees

- Nil Nil -

Note:ThemedianremunerationofemployeesoftheCompanyduringthefinancialyearwasRs.96000/-

ii. In thefinancial yearunder review, therewas ano increase of in themedian remunerationofemployees.

iii. Thenumberofpermanentemployeesontherollsofcompany:8

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnelinthelastfinancialyearanditscomparisonwiththepercentileincreaseinthemanagerialremunerationandjustificationthereofandpointoutifthereareanyexceptionalcircumstancesforincreaseinthemanagerialremuneration:

Theaverageincreaseinthesalariesofemployeesotherthanthemanagerialpersonnelin2015-16wasNIL.ThePercentageincreaseinthemanagerialremunerationforthesamefinancialyearwasNIL

(v) ThecompanyaffirmsthatremunerationtotheDirectorsandKeyManagerialPersonnelisasperthe remuneration policy of the Company.

Sd/- Enjamuri Pardha Saradhi Managing DirectorPlace:HyderabadDate:23rdAugust2016

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Independent Auditors’ Report

To the Members of M/s Citiport Financial Services Limited

WehaveauditedtheaccompanyingstandalonefinancialstatementsofM/sCitiportFinancialServicesLimited(‘theCompany’),whichcomprisethebalancesheetasat31March2016,thestatementofprofitandlossandthecashflowstatementfortheyearthenended,andasummaryofsignificantaccountingpolicies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompaniesAct,2013(“theAct”)withrespecttothepreparationandpresentationofthesestandalonefinancial statements that give a true and fair view of the financial position, financial performanceandcashflowsof theCompany inaccordancewith theaccountingprinciplesgenerallyaccepted inIndia, including theAccountingStandards specifiedunderSection133of theAct, readwithRule7oftheCompanies(Accounts)Rules,2014.Thisresponsibilityalsoincludesmaintenanceofadequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementationandmaintenanceofadequateinternalfinancialcontrols,thatwereoperatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

Ourresponsibilityistoexpressanopiniononthesestandalonefinancialstatementsbasedonouraudit.

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

WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedunderSection143(10)oftheAct.ThoseStandardsrequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements.Theprocedures selecteddependon the auditor’s judgment,including the assessment of the risks ofmaterialmisstatement of thefinancial statements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairviewinorderto design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates

31

made by the Company’s Directors, as well as evaluating the overall presentation of the financialstatements. Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononthestandalonefinancialstatements.Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalonefinancialstatementsgivethe informationrequiredbytheAct inthemannersorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia,ofthestateofaffairsoftheCompanyasat31March2016anditslossanditscashflowsfortheyear ended on that date.

Report on Other Legal and Regulatory Requirements

1. AsrequiredbytheCompanies(Auditor’sReport)Order,2016(“theOrder”)issuedbytheCentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A,astatementonthemattersspecifiedintheparagraph3and4oftheorder.

2. AsrequiredbySection143(3)oftheAct,wereportthat:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) thebalancesheet,thestatementofprofitandlossandthecashflowstatementdealtwithbythis Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalonefinancial statements complywith theAccountingStandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 takenonrecordbytheBoardofDirectors,noneofthedirectorsisdisqualifiedason31March2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) withrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompany and the operating effectiveness of such controls, refer to our separate report in“AnnexureB”;and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformationandaccordingtotheexplanationsgiventous:

32

i) theCompanydoesnothaveanypendinglitigationswhichwouldimpactitsfinancialposition..

ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund.

ForGV&Co., Chartered Accountants

Sd/- GrandhiVittal Proprietor M.No. 206462 Firm Regn No. 012875S Place:Hyderabad Date:30thMay’2016

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Annexure to Independent Auditor’s Report

TheAnnexure referred to in IndependentAuditors’Report to themembersof theCompanyon thestandalonefinancialstatementsfortheyearended31March2016,wereportthat:

(i) a) TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationoffixedassets.

b) Thesefixedassetshavebeenphysicallyverifiedbythemanagementatreasonableintervals;Nomaterialdiscrepancieswerenoticedonsuchverificationandthesamehavebeenproperlydealt with in the books of account.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no immovable properties are held in the name of the Company.

(ii) TheCompanyisaNonBankingFinanceCompany,primarilyinLendingActivity.Accordingly,itdoesnotholdthephysicalinventories.Thus,Paragraph3(ii)oftheorderisnotapplicabletothe

company.

(iii) a) In our opinion, the rate of interest and other terms and conditions on which the loans had beengrantedtocompanies,firms,LimitedLiabilityPartnershipsorotherpartiescoveredintheregistermaintainedundersection189oftheCompaniesAct,2013,werenot,primafacie,prejudicial to the interest of the Company.

b) Incaseofloansgrantedtocompanies,firms,LimitedLiabilityPartnershipsorotherpartieslistedintheregistermaintainedundersection189oftheAct,theborrowershavebeenregularin the payment of principal and interest as stipulated.

c) Therearenooverdueamountsinrespectoftheloansgrantedtocompanies,firms,LimitedLiabilityPartnershipsorotherpartieslistedintheregistermaintainedundersection189ofthe Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guaratntee and security made.

(v) In our opinion, and according to the information and explanations given to us, the Company has notaccepteddepositsfromthepublicduringtheyear.ThereforetheprovisionsofClause3(v)oftheOrderarenotapplicabletotheCompany.

(vi) Themaintenance of cost records has not been prescribed by theCentralGovernment undersection148(1)oftheCompaniesAct,2013inrespectoftheCompany’soperations.ThereforetheprovisionsofClause3(vi)oftheOrderarenotapplicabletotheCompany.

34

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employee state insurance, income-tax, sales tax, value added tax, service tax, cess, excise and duty of customs and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee state insurance, income-tax, sales tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material statutory dues including income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues pending for deposit with the appropriate authorities on account of any dispute.

(viii) Based on our audit procedures and according to the information and explanations given to us, weareof theopinion that theCompanyhasnotdefaulted in repaymentofdues tofinancialinstitutions, banks and debenture holders.

(ix) TheCompanydidnot raise anymoneybyway of initial public offer or further public offer(includingdebtinstruments)andtermloansduringtheyear.ThereforetheprovisionsofClause3(ix)oftheOrderarenotapplicabletotheCompany.

(x) According to the information and explanations given to us, no material fraud by the Company orontheCompanybyitsofficersoremployeeshasbeennoticedorreportedduringthecourseof our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordancewith therequisiteapprovalsmandatedbytheprovisionsofsection197readwithSchedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is notanidhicompany.Accordingly,paragraph3(xii)oftheOrderisnotapplicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financialstatementsasrequiredbytheapplicableaccountingstandards.

(xiv) According to the information and explanations give to us and based on our examination of the

records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

35

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors orpersonsconnectedwithhim.Accordingly,paragraph3(xv)oftheOrderisnotapplicable.

(xvi) The Company is registered as Non Banking Financial Institution with out accepting publicdepositsasrequiredundersection45-IAoftheReserveBankofIndiaAct1934


Sd/- GrandhiVittal Proprietor M.No. 206462 Firm Regn No. 012875S Place:Hyderabad Date:30thMay’2016.

36

Annexure - B to the Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

CompaniesAct,2013(“theAct”)

We have audited the internal financial controls over financial reporting of M/s Citiport FinancialServicesLimited(“theCompany”)asof31March2016inconjunctionwithourauditofthestandalonefinancialstatementsoftheCompanyfortheyearendedonthatdate.

Management’s Responsibility for Internal Financial Controls

TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial ControlsoverFinancialReportingissuedbytheInstituteofCharteredAccountantsofIndia(‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparationofreliablefinancialinformation,asrequiredundertheCompaniesAct,2013.

Auditors’ Responsibility

OurresponsibilityistoexpressanopinionontheCompany’sinternalfinancialcontrolsoverfinancialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternalFinancialControlsoverFinancialReporting(the“GuidanceNote”)andtheStandardsonAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013,totheextentapplicabletoanauditofinternalfinancialcontrols,bothapplicabletoanauditofInternalFinancialControlsand,bothissuedbytheInstituteofCharteredAccountantsofIndia.ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan and performtheaudittoobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectivelyinallmaterial respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfinancial controls system over financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understanding of internalfinancialcontrolsoverfinancialreporting,assessingtheriskthatamaterialweaknessexists,andtestingandevaluatingthedesignandoperatingeffectivenessofinternalcontrolbasedontheassessedrisk.Theproceduresselecteddependontheauditor’s judgment, includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

37

Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to providereasonableassuranceregarding thereliabilityoffinancial reportingand thepreparationoffinancialstatements for external purposes in accordance with generally accepted accounting principles. A company’s internalfinancial controloverfinancial reporting includes thosepoliciesandproceduresthat (1)pertain to themaintenanceof records that, in reasonabledetail,accuratelyand fairlyreflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactionsarerecordedasnecessarytopermitpreparationoffinancialstatementsinaccordancewithgenerally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,ordispositionofthecompany’sassetsthatcouldhaveamaterialeffectonthefinancialstatements.

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 misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internalfinancialcontroloverfinancialreportingmaybecomeinadequatebecauseofchangesinconditions,orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

Inouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancial reportingandsuch internalfinancialcontrolsoverfinancial reportingwereoperatingeffectivelyasat31March2016,basedontheinternalcontroloverfinancialreportingcriteriaestablishedby the Company considering the essential components of internal control stated in the Guidance Note onAuditofInternalFinancialControlsOverFinancialReportingissuedbytheInstituteofCharteredAccountants of India.


Sd/- GrandhiVittal Proprietor M.No. 206462 Firm Regn No. 012875S Place:Hyderabad Date:30thMay’2016

38

A Equity and Liabilities: Shareholders funds (a) God Account 22 22 (b) Share Capital 1 3,10,00,000 3,10,00,000 (c ) Reserves and Surplus 2 (5,30,738) 18,37,727 (d) Money Received against Share Warrants - Share application money pending allotment 3 - - Non-current liabilities (a)Long-termborrowings 4 - - (b) Deferred tax liabilities (Net) - - (c)OtherLongtermliabilities 5 - - (d)Long-termprovisions 6 - -Current Liabilities (a) Short-term borrowings 7 - - (b)Tradepayables 8 - - (c)Othercurrentliabilities 9 3,47,951 3,00,706 (d)Short-termprovisions 10 3,35,852 2,78,559 TOTAL 3,11,53,087 3,34,17,014 Assets: Non-current assets (a) Fixed assets (i)Tangibleassets 11 23,683 26,999 (ii) Intangible assets (iii) Capital work - in - progress (iv) Intangible assets under development (b)Non-currentInvestments 12 97,45,000 - (c)Deferredtaxassets(net) 29 3,000 4,350 (d)Long-termloansandadvances 13 5,11,430 1,25,83,836 (e)Othernon-currentassets 14 - 30,000Current assets (a) Current Investments - - (b) Inventories 15 - - (c)TradeReceivable 16 - - (d)CashandBankbalances 17 16,16,556 9,40,743 (e)Short-termloansandadvances 18 1,92,53,419 1,98,31,087 (f)Othercurrentassets 19 - - TOTAL 3,11,53,087 3,34,17,014 AccountingPolicies&OtherrelevantNotes 27to42 PreviousYearFigureshavebeenregrouped/reclassified/rearrangedwherevernecessary.

Particulars Note As At As At No. 31.03.2016 31.03.2015

BALANCE SHEET AS ON 31ST MARCH, 2016

As per the report of even date attachedFor G.V & Co.,Chartered Accountants Sd/-(Grandhi Vittal)ProprietorMembership No.206462FirmRegnNo.:012875SPlace:HyderabadDate:30.05.2016

For and on behalf of the Board

Sd/- Sd/- MADHAVI MUSNURU PARTHASARATHI PRATTIPATI Whole time Director Director

Amount in `

39

A Continuing Operations: 1 Revenue from operations 20 17,35,392 17,25,925 Less:ExciseDuty - - Revenue from operations (net) 17,35,392 17,25,925 2 Other income 21 - - 3 Total Revenue (1 + 2) 17,35,392 17,25,925 4 Expenses: Cost of materials consumed - - PurchasesofStockinTrade 22 - - “Changesininventoriesoffinishedgoods, work-in-progressandStock-in-Trade” 23 - - EmployeeBenefitExepense 24 7,02,774 9,71,960 OtherExpenses 25 8,38,323 6,88,548 Total 15,41,097 16,60,508 5 Earnings before exceptional and extra ordinary items, interest, tax, depreciation and amortisation (EBITDA) (3 - 4) 1,94,295 65,417 6 FinanceCosts 26 58,094 48,6357 Depreciation and amortisation expense 11 3,316 3,316 8 Profit / (Loss) before exceptional and extraordinary items and tax (5 - 6 - 7) 1,32,885 13,466 9 Exceptional Items 25,00,000 - 10 Profit / (Loss) before extraordinary items and tax (8 - 9) (23,67,115) 13,466 11 Extraordinary items - - 12 Profit / (Loss) before tax (10 - 11) (23,67,115) 13,466 13 TaxExpense: -CurrentTax - 18,407 -DeferredTax 1,350 (3,290)14 Profit / (Loss) for the period from continuing operations (12 - 13) (23,68,465) (1,651)B Discontinuing Operations 15 Profit/(loss)fromdiscontinuingoperations - -16 Taxexpenseofdiscontinuingoperations - -17 Profit/(Loss) from Discontinuing operations (after tax) (15 - 16) - - C Total Operations 18 Profit / (Loss) for the year (14 + 17) (23,68,465) (1,651)19 Earningsperequityshare: - Basic (0.76) (0.00) - Diluted (0.76) (0.00)

PreviousYearFigureshavebeenregrouped/reclassified/rearrangedwherevernecessary. .

S. Particulars Note For the Year For the YearNo. No ended 31.03.2016 ended31.03.2015

STATEMENT PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

As per the report of even date attachedFor G.V & Co.,Chartered Accountants Sd/-(Grandhi Vittal)ProprietorMembership No.206462FirmRegnNo.:012875S

Place:HyderabadDate:30.05.2016


Sd/- Sd/- MADHAVI MUSNURU PARTHASARATHI PRATTIPATI Whole time Director Director

Amount in `

40

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016(Pursuanttoclause32ofListingAgreementasamended)

Particulars For the Year For the Year ended 31.03.2016 ended 31.03.2015A. Cash flow from Operating activities NetProfitbeforetaxasperProfitandlossaccount (23,67,115) 13,466Adjustments

(Profit)/Lossonsaleoffixedassets(net) (Profit)/Lossonsaleofinvestments(net) - -

InvestmentsWrittenOff 25,00,000 Depreciation and Amortisation Expense 3,316 3,316 PreliminaryExpenditureWrittenOff - - Interest Income - - Dividend income - - FinanceCosts 58,094 48,635 1,94,295 65,417 (Increase)/DecreaseinTradeandOtherReceivables - - Increase/(Decrease)inTradePayables - - (Increase)/Decrease in Inventories - - ChangesinShortTermLoans&Advances 5,77,668 (2,74,546) ChangesinOtherCurrentAssets - - (Increase)/Decrease in Fixed Deposits having original maturity over 3 months - - Increase/(Decrease)inOtherCurrentLiab./ShortTermProv. 1,04,538 77,104 Increase/(Decrease)inOtherLongTermLiab./LongTermProv. - - CashgeneratedfromOperations 8,76,501 (1,32,025) DirectTaxespaid - - NetCashfromOperatingactivities 8,76,501 (1,32,025)B. Cash flow from Investing Activities

(Purchase) / Sale of Fixed Assets (Net) - - Capital Work-in-progress - - (Purchase)/SaleofInvestments(Net) (97,45,000) - ChangesinLongTermLoans&Advances 95,72,406 (1,67,812) ChangesinOtherNoncurrentAssets 30,000 - Interest Income - - Dividend income - - Cashflowbeforeexceptionalitems (1,42,594) (1,67,812) Exceptional Items - NetCashfromInvestmentActivities (1,42,594) (1,67,812)C. Cash Flow from Financing Activities

Proceeds from issue of Share Capital/ Share Application Money - - Proceeds / (Repayment) from Borrowings - - FinanceCosts (58,094) (48,635) Dividends Paid - - Dividend tax paid - - EffectofExchangeRatechange

Netcashusedinfinancingactivities (58,094) (48,635)

Amount in `

41

As per the report of even date attachedFor G.V & Co.,Chartered Accountants Sd/-(Grandhi Vittal)ProprietorMembership No.206462FirmRegnNo.:012875S


Sd/- Sd/-

MADHAVI MUSNURU P. PARTHASARATHI WHOLETIMEDIRECTOR DIRECTOR

Place:HyderabadDate:30.05.2016

Net (Decrease) / Increase in cash and cash equivalents 6,75,813 (3,48,472)Cash and cash equivalents at the beginning of the year 9,40,743 12,89,215 Cash and Cash equivalents at the end of the year 16,16,556 9,40,743 ShortTermBankDeposits - -Cash and Bank Balances at the end of the year 16,16,556 9,40,743 1. TheaboveCashFlowStatementhasbeenpreparedundertheIndirectMethodassetoutinAccountingStandard 3 onCashFlowStatementsnotifiedunderSection133oftheCompaniesAct,2013. 2. PreviousYearFigureshavebeenregrouped/reclassified/rearrangedwherevernecessary.

42

Note No. 1 : SHARE CAPITAL

Sl Particulars As At 31.03.2016 As At 31.03.2015 No. Number Amount Number Amount

1 Authorised Equity Shares of Rs. 10/- each with 3200000 32000000 3200000 32000000 Voting Rights 2 Issued, Subscribed and Paid up Equity Shares of Rs. 10/- each fully paid up 3100000 31000000 3100000 31000000 with Voting Rights Total 3100000 31000000 3100000 31000000

(a) Reconciliation of the number of shares outstanding as at 31.03.2016 and 31.03.2015 Sl Particulars As At 31.03.2016 As At 31.03.2015 No. Number Amount Number Amount

1 Equity Shares outstanding at the 3100000 31000000 3100000 31000000 beginning of the year2 Equity Shares Issued during the year 0 0 0 03 Equity Shares bought back during the year 0 0 0 04 Equity Shares outstanding 3100000 31000000 3100000 31000000 at the end of the year

(b) Rights, preferences and restrictions attached to shares:ThecompanyhasoneclassofequityshareshavingaparvalueofRs.10/-each.Eachshareholderiseligibleforonevotepershareheld.ThedividendproposedbytheboardofdirectorsissubjecttotheapprovaloftheshareholdersintheensuingAnnualGeneralMeeting except in the case of interim dividend. In the event of liquidation, the equity sharesholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding. (b) Details of Shareholders holding more than 5 percent shares:

Sl Particulars As At 31.03.2016 As At 31.03.2015 No. No of % of No of % of Shares Held Holding Shares Held Holding

Equity Shares with Voting Rights 1 GoldenValleyHoldingsPrivateLimited 899304 29.01% 899304 29.01%2 GinzaCommunicationPrivateLimited 307600 9.92% 307600 9.92%3 MithulInvestmentPrivateLimited 242200 7.81% 242200 7.81%

(c) Aggregate number and class of shares allotted as fully paid up for consideration otherthan cash, bonusshares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date

S.No. Particulars No. of shares As At 31.03.2016 As At 31.03.2015

Nil Nil

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016Amount in `

43

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016Note Particulars As at 31.03.2016 As at 31.03.2015No Rs. Rs. 2 Note : Reserves & Surplus General Reserve AsperlastBalanceSheet 18913 18913 Add:TransferredfromProfit&LossA/c - - Closing Balance 18913 18913 Statutory Reserve Fund * OpeningBalance 943935 929224 (+) Addition during the year - 14711 Closing Balance 943935 943935 *StatutoryReserveFundCreatedasperSection45-ICofReserveBankofIndiaAct,1934 AsperlastBalanceSheet 8,74,879 8,88,764 (+)NetProfitforthecurrentyear - - (+)TransferfromReserves - - (-)NetLossforthecurrentyear 23,68,465 1,651 (-) Adjustment relating to Fixed Assets ** - 12,234 (-) Proposed Dividends - - (-) Interim Dividends - - (-)TransfertoStatutoryReserve - - Closing Balance (14,93,587) 8,74,879 Total (5,30,738) 18,37,727

** for FY 2014-15, Pursuant to the enactment of Companies Act 2013, the company has applied the estimateduseful lives as specifiedinSchedule II, except in respect of certain assets asdisclosed inAccounting Policy on Depreciation, Amortisation and Depletion. Accordingly the unamortised carrying valueisbeingdepreciated/amortisedoverthe“revised/remainingusefullives.ThewrittendownvalueofFixedAssetswhoseliveshave”expiredasat1stApril2014havebeenadjusted,intheopeningbalanceofProfitandLossAccountamountingtoRs.12,234/- 3 Note: Share Application money pending allotment TotalAmount - -

Amount in `

44

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.215No Rs. Rs.

Amount in INR

4 Note: Long Term Borrowings Secured TermLoansfromBanks - - VehicleLoansfromBanks - - Unsecured - -

5 Note: Other Longterm Liabilities OtherLiabilites - - - - 6 Note: Long Term Provisions Provisions-Others - - - - 7 Note: Short Term Borrowings Secured LoansrepayableondemandfromBanks - - LoansrepayableondemandfromOthers - - Unsecured - LoansfromRelatedParties - - OtherLoansandAdvances - - - - 8 Note: Trade Payables Dues to Micro, Small and Medium Enterprises * - - DuestoOthers - - - - *ThedetailsofamountsoutstandingtoMicro,SmallandMediumEnterprisesbasedonavailable informationwiththecompanyisasunder: Principal amount due and remaining unpaid - - Interest due on above and the unpaid interest - - Interest paid - - Payment made beyond the appointed day during the year - - Interest due and payable for the period of delay - - Interest accrued and remaining unpaid - - Amount of further interest remaining due and payable in - - succeeding years TheaboveinformationregardingMicro,SmallandMediumEnterpriseshasbeendeterminedtotheextentsuchpartieshavebeenidentifiedonthebasisofinformationavailablewiththecompany.Thishas been relied upon by the auditors.

45

9 Note: Other Current Liabilities CurrentMaturitiesofLongTermDebt(Secured) TermloansfromBanks - InterestAccrued&DueonBorrowings - Advances received from Customers - OtherPayables* 3,47,951 3,00,706 3,47,951 3,00,706 *OtherPayablesinclude ExpensesPayable 3,37,451 2,88,699 StatutoryLiabilities 10,500 12,007 10 Note: Short Term Provisions ProvisionsforEmployeeBenefits - - Provisions-Others: ProvisionforTaxes 77,747 77,747 Contingency Provision Against Standard Assets * 2,58,105 2,00,812 3,35,852 2,78,559

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.215No Rs. Rs.

Amount in INR

12 Note : Non Current Investments

In Equity Shares (Quoted - fully paid up) - - - In Equity Shares (Unquoted - fully paid up) - Citiport Credit Limited 9,74,500 97,45,000 Total 9,74,500 97,45,000 - - Grand Total 9,74,500 97,45,000 - -

Note Particulars No of As at No of As at No Shares 31.03.2015 Shares 31.03.2014 Rs. Rs.

46 N

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se

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48

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.2015 No Rs. Rs. 13 Note : Long Term Loans & Advances (a) Capital Advances - (b) Security Deposits - (c)Loans&Advancestorelatedparties - (d)Loans&AdvancestoEmployees - (e) Prepaid Expenses - (f)AdvanceIncomeTax - (g)MATCreditEntitlement - (h) Balances with Government Authorities TDSReceivable 5,11,430 3,38,836 (i)OtherLoans&Advances Secured, considered good - Unsecured, considered good PrecisionInfrastructure(P)Ltd. - 25,00,000 CitiportCreditLtd. - 97,45,000 (j) Doubtful - - 5,11,430 1,25,83,836 Less:Provisionforotherdoubtfulloans&advances - - 5,11,430 1,25,83,836 Note:LongTermLoans&Advancesincludeamountsduefrom Directors - - OtherOfficersofcompany - - Firms in which any director is a partner - - Private companies in which any director is a director or member - - 14 Note : Other Non-Current Assets (a) Long-termtradereceivables - - (b) Unamortised expenses *(totheextentnotwrittenoffornotadj.) - - (i) Ancillary borrowing costs - - (ii) Share issue expenses - - (iii) Discount on shares - - (iv) OtherExpenses - - Preliminary Expenditure - - (c) Accruals - - (d) OtherNon-currentAssets Rent Deposit - 30000 TelephoneDeposit - - OtherDeposits - - - 30000

Amount in INR

49

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.2015 No Rs. Rs. 15 Note : Investments (a) Raw materials - - Goods-in-transit - - (b) Work-in-progress - - Goods-in-transit - - (c) Finished goods (other than those acquired for trading) - - Goods-in-transit - - (d) Stock-in-trade (acquired for trading) - - Goods-in-transit - - (e) Stores and spares - - Goods-in-transit - - (f) Loosetools - - Goods-in-transit - - (g) Others(Specifynature) - - Goods-in-transit - - 0 0 16 Note : Trade Receivables Tradereceivablesoutstandingforaperiodexceeding six months from the date they were due for payment Secured, considered good - - Unsecured, considered good - - Doubtful - - Tradereceivablesoutstandingforaperiodlessthan six months from the date they were due for payment Secured, considered good - - Unsecured, considered good - - Doubtful - - Less:Provisionfordoubtfultradereceivables - 0 0 *Tradereceivablesincludedebtsduefrom: Directors - - OtherofficersoftheCompany - - Firmsinwhichanydirectorisapartner(givedetailsperfirm)- - Private companies in which any director is a director or member (give details per company) - -

Amount in INR

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NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.2015 No Rs. Rs. 17 Note: Cash and Bank balances (a) Cash and Cash Equivalents (i) Balances with banks; In Deposit Accounts - - InCurrentAccounts 2,16,485 7,97,402 (ii) Cheques,draftsonhand 12,76,298 - (iii) Cash on hand 1,23,773 1,43,340 (b) OtherBankbalances In Deposit Accounts - - 16,16,556 9,40,743 18 Note: Short Term Loans & Advances (a) Loans&Advancestorelatedparties Secured, considered good - - Unsecured, considered good TrinoxInfrastructureandDevelopersPrivateLtd 14,50,000 15,86,024 Doubtful - - 14,50,000 15,86,024 Less:Provisionfordoubtfulloans&advances - - 14,50,000 15,86,024 (b) Security Deposits - - (c) Loans&AdvancestoEmployees - 350000 (d) PrepaidExpenses 4,209 4,073 (e) Balances with Government Authorities TDSReceivable 1,73,542 1,72,594 (f) Inter-Corporate Deposits - - (g) Others Secured, considered good - - Unsecured, considered good GinzaCommunicationsPvtLtd. 13924882 14027474 Kite Women College of Professional Engineering Sciences - 56,521 Kite College of Prefessional Engineering Sciences 5,00,000 5,00,000 PhatPhishFilms(P)Ltd 32,01,449 29,84,401

(j) Doubtful - - 1,92,53,419 1,98,31,087 Less:Provisionforotherdoubtfulloans&advances - - 1,92,53,419 1,98,31,087

Note:ShortTermLoans&Advancesincludeamountsduefrom Directors - - OtherOfficersofcompany - - Firms in which any director is a partner - - Private companies in which any director is a director or member 14,50,000 15,86,024

Amount in INR

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19 Note: Other Current Assets (a) Unbilled revenue - - (b) Unamortised expenses - - (c) Accruals - - (d) OtherCurrentAssets - -

- -

20 Note: Revenue from Operations Interest 1,735,393 17,25,925 OtherfinancialServices

1,735,393 17,25,925 21 Note: Other Income OtherIncome - - - - 22 Note: Purchases Purchases - -

- -

23 Note: Changes in inventories of finished goods, work-in-progress and stock-in-trade Inventoriesattheendoftheyear: Finished goods (acquired for trading) - - Work-in-progress - - Stock-in-trade - -

- - Inventoriesatthebeginningoftheyear: Finished goods (acquired for trading) - - Work-in-progress - - Stock-in-trade - - - - Net increase / (decrease) - -

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.2015 No Rs. Rs.

Amount in `

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NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016 Note Particulars As at 31.03.2016 As at 31.03.2015 No Rs. Rs.

Amount in `

24 Note: Employee Benefit Expenses Salariesandwages 690,000 660,000 Directors Remuneration - 300,000 Contribution to provident and other funds - - Staffwelfareexpenses 12,774 11,960 7,02,774 9,71,960 25 Note: Other Expenses

AdvertisementExpenses 50,429 48,413 Audit Fee 68,700 67,416 Internal Audit Fee 20,000 16,000 Conveyence Expenses 18,850 7,775 DeMat&RTAExpenses 51,299 51,038 Internet / Cable Charges 12,463 12,220 ListingFees&Others 2,50,520 1,34,832 LossonSaleofInvestments - - OfficeMaintenance 39,000 24,000 Postage&Courier 10,095 13,428 Meeting Expenses 34,075 35,560 Professional/LegalFees 2,22,892 2,17,866 Rent 60,000 60,000 8,38,323 6,88,548 26 Note: Finance Costs Interest Expense Interest - - InterestonOthers* 373 131 OtherFinanceExpenses BankCharges 428 928 ProvisionforStandardAssets* 57,293 47,576 58,094 48,635 *InterestonOthersincludeInterestonTDSPayable

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NOTE 27: SIGNIFICANT ACCOUNTING POLICIES

1. Basis of accounting

TheFinancialStatementsarepreparedunderhistoricalcostconventiononthebasisofgoingconcernandasperAccountingStandardsnotifiedunderSection133oftheCompaniesAct,2013.TheCompanyfollows the Accrual system of Accounting and Prudential Norms prescribed by Reserve Bank of India consistently from year to year.

2. Use of estimates

Thepreparationoffinancialstatementsinconformitywithgenerallyacceptedaccountingprinciplesrequiresthemanagementtomakeestimatesandassumptionsthataffectthereportedamountsofassetsandliabilitiesandthedisclosureofcontingentliabilitiesonthedateofthefinancialstatementsandthereported amount of revenues and expenses during the reporting periods. Although these estimates are baseduponmanagement’sknowledgeofcurrenteventsandactions,actualresultscoulddifferfromthose estimates and revisions, if any, are recognized in the current and future periods.

3. Intangible assets and amortization

Softwareswhicharenotintegralpartofthehardwareareclassifiedasintangiblesandisstatedatcostless accumulated amortization. Softwares are being amortized over the estimated useful life of 5 years.

4. Fixed assets and depreciation / amortization

Fixed Assets (Gross Block) are stated at historical cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Building/specificidentifiableportionofBuilding,includingrelatedequipmentsarecapitalizedwhentheconstructionissubstantiallycompleteoruponreceiptoftheoccupancycertificate,whicheveris earlier. Depreciation on assets is provided on straight-line method at the rates and in the manner prescribed in schedule II to the Companies Act, 2013.

5. Investments

Currentinvestmentsarestatedatlowerofcostandfairvalue.Long-terminvestmentsarestatedatcostandprovisionfordiminutioninvalue,otherthantemporary,isconsideredwherevernecessary.Profit/loss on sale of investments is computed with reference to the average cost of the investment.

6. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefitswill flow to thecompany the revenue can be reliably measured on mercantile basis.

7. Borrowing costs

Borrowing costs that are attributable to the acquisition and / or construction of qualifying assets are capitalized as part of the cost of such assets, in accordance with Accounting Standard AS-16 –

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“BorrowingCosts”.Aqualifyingassetisonethatnecessarilytakesasubstantialperiodoftimetogetready for its intended use. Capitalisation of Borrowing Costs is suspended in the period during which the active development is delayed due to, other than temporary interruption. All other borrowing costs arechargedtotheprofit&lossaccountasincurred. 8. Taxation

Provision for tax for the year comprises current income tax and deferred tax. Current income tax is determinedinrespectoftaxableincomewithdeferredtaxbeingdeterminedasthetaxeffectoftimingdifferencesrepresentingthedifferencebetweentaxableincomeandaccountingincomethatoriginatein one period, and are capable of reversal in one or more subsequent period(s). Such deferred tax is quantifiedusingratesandlawsenactedorsubstantivelyenactedasattheendofthefinancialyear.

9. Foreign currency transactions

Transactions in foreign currency and nonmonetary assets are accounted for at the exchange rateprevailing on the date of the transaction. All monetary items denominated in foreign currency are convertedattheyearendexchangerate.AsspecifiedunderAccountingStandard(AS-11)–EffectsofChanges in Foreign Exchange Rates, the exchange gain/loss on transaction with regard to the Fixed AssetshasbeencapitalizedalongwithFixedAssets.Theotherexchangegainsrelatedtocurrentassetshasbeenchargedtotheprofit&lossaccount

10. Employees benefits

Expenses and liabilities in respect of employee benefits are recorded in accordance with RevisedAccounting Standard 15 – Employee Benefits (Revised 2005) issued by the Institute of CharteredAccountantsofIndia(the“ICAI”).

(i) Provident fund

The Companymakes contribution to statutory provident fund in compliance with the EmployeesProvidentFundandMiscellaneousProvisionAct, 1952. In termsof theGuidanceon implementingthe revised AS – 15, issued by the Accounting Standard Board of the ICAI, contribution made towards statutoryprovident fund is treated as adefinedbenefitplan.Accordingly, the contributionpaidorpayable and the interest shortfall, if any, is recognized as an expense in the period in which services are rendered by the employee.

(ii) Gratuity

Gratuityisapostemploymentbenefitandisinthenatureofadefinedbenefitplan.Theliabilityrecognizedin thebalancesheet inrespectofgratuity is thepresentvalueof thedefinedbenefit/obligationatthe balance sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarialgainsorlossesandpastservicecosts.Thedefinedbenefit/obligationisprovidedatornearthe balance sheet date by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or chargedtotheprofit&lossaccountintheyearinwhichsuchgainsorlossesaredetermined.

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(iii) Compensated absences

Liabilityinrespect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognized on the basis of undiscounted value of estimated amount requiredtobepaidorestimatedvalueofbenefitexpectedtobeavailedbytheemployees.(iv)Othershorttermbenefits

Expenseinrespectofothershort-termbenefitsisrecognizedonthebasisoftheamountpaidorpayablefor the period during which services are rendered by the employee.

11. Leases

Assetssubjecttooperatingleasesareincludedunderfixedassetsorcurrentassetsasappropriate.Rent(Lease)incomeisrecognizedintheprofit&lossaccountonastraight-linebasisovertheleaseterm.Costs,includingdepreciation,arerecognizedasanexpenseintheprofit&lossaccount.

12. Impairment of assets

TheCompanyassessesateachbalancesheetdatewhetherthereisanyindicationthatanassetmaybeimpaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount andthereductionistreatedasanimpairmentlossandisrecognizedintheprofit&lossaccount.Ifatthe balance sheet date there is an indication that a previously assessed impairment loss no longer exists, therecoverableamountisreassessedandtheassetisreflectedattherecoverableamountsubjecttoamaximumofdepreciatedhistoricalcostandisaccordinglyreversedintheprofit&lossaccount.

13. Provisions, Contingent Liabilities & Contingent Assets:

Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Company are accounted for as either provisions or disclosed as contingent liabilities. In respect of statutory dues disputed and contested by the Company, contingent liabilities are provided for and disclosed as per original demand without taking into account any interest or penalty that may accrue thereafter.TheCompanymakesaprovisionwhen there isapresentobligationasa resultofapasteventwheretheoutflowofeconomicresources isprobableandareliableestimateoftheamountofobligation can be made. Possible future or present obligations that may but will probably not require outflowofresourcesorwherethesamecannotbereliablyestimated,isdisclosedascontingentliabilityintheFinancialStatements.ContingentAssetsareneitherrecognizedornordisclosedinthefinancialstatements.

14. Earnings per share

Basicearningspershareiscalculatedbydividingthenetprofitorlossfortheperiodattributabletoequity shareholders by the weighted average number of equity shares outstanding during the period. Theweightedaveragenumberofequitysharesoutstandingduringtheperiodareadjustedforeventsincluding a bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). For the purpose of calculating diluted earnings per share, the net profitorlossfortheperiodattributabletoequityshareholdersandtheweightedaveragenumberofshares outstanding during the period are adjustedfortheeffectsofalldilutivepotentialequityshares.

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28 Note: Auditors Remuneration PaymentstoAuditorscomprises: As Auditors - Statutory Audit 51,525 50,540 For taxation matters 17,175 16,875 For company law matters - - For management services - - For other services - - Reimbursement of Expenses - - Total 68,701 67,416 29 Note: Deferred Tax Asset Onaccountof DepreciationandAmortisation 1,350 (3,290) Total 1,350 (3,290) 30 Note: Earnings Per Share TheCalculationofEarningsPerShare(EPS)asdisclosedintheProfitandLossAccounthasbeenmade

in accordance with Accounting Standard (AS - 20) on Earnings Per Share issued by the Institutue of Chartered Accountants of India. A statement on calculation of

Basic and diluted EPS is as under:

ProfitafterTax(INR) (23,68,465) (1,651) Number of equity shares (in Nos) 31,00,000 31,00,000 Earnings per share (INR) (0.76) (0.00) Face Value per Equity Share (INR) 10.00 10.00

31 Investments Written Off (Exceptional Item) : Name of the Company Amount (INR) PrecisionInfrastrcutureLimited 25,00,000

31 Note: Tax Expense TheTaxExpensesfortheyearcomprisesof; CurrentTax - 18,407 DeferredTax 1,350 (3,290)

Provision for tax for the year comprises current income tax and deferred tax. Current income tax isdetermined in respectof taxable incomewithdeferred taxbeingdeterminedas the taxeffectoftimingdifferencesrepresentingthedifferencebetweentaxableincomeandaccountingincomethat originate in one period, and are capable of reversal in one or more subsequent period(s). Such deferredtaxisquantifiedusingratesandlawsenactedorsubstantivelyenactedasattheendofthefinancialyear.

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33 Note: Details of Leasing Arrangements ThecompanyhasenteredintooperatingleasearrangementsforitsRegd.Officepremises:

Future minimum lease payments not later than one year 36000 60000 laterthanoneyearandnotlaterthanfiveyears - - laterthanfiveyears - - Thefutureminimumleaserentalobligationundernon-cancellableoperatingleasesinrespect

of these assets is on account of lock-in period and notice period in some of the lease agreements enteredbythecompanyforoperatingofshowrooms:

OnaccountofLock-inPeriod - - OnaccountofNoticePeriod - 15000 34 Note: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises

Development Act, 2006 (i) Principal amount remaining unpaid to any supplier as at the end of the accounting year - - (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year - - (iii) Theamountofinterestpaidalongwiththe amounts of the payment made to the supplier beyond the appointed day “ - - (iv) Theamountofinterestdueandpayablefortheyear - - (v) Theamountofinterestaccruedandremaining unpaidattheendoftheaccountingyear” - - (vi) Theamountoffurtherinterestdueandpayable even in the succeeding year, until such date when the interest dues as above are actually paid - - Dues to Micro and Small Enterprises have been determined to the extent such parties have been

identifiedonthebasisofinformationcollectedbytheManagement.Thishasbeenrelieduponbythe auditors.

35 Note: Earnings in foreign currency Nil Nil 36 Note: Expenditure in foreign currency Nil Nil

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S.No. Name of the Related Party Nature of Relationship

1 Madhavi Musnuru Key Management Personnel 2 Ratan Kishan Musnuru Key Management Personnel 3 Prattipati Parthasarathi Key Management Personnel 4 AnilKumarTalasila KeyManagementPersonnel5 TalusInfraVenturesPrivateLimited6 GoldenValleyHoldingsPrivateLimited7 GreenFireAgriCommoditiesLimited 8 NorthgateTechnologiesLimited “Enterprisesownorsignificantly9 SocialMediaIndiaLimited influencedbyKeyManagement10 CitizenCommunicationsLimited Personnelortheirrelatives11 BioBhanolAgroIndustriesLimited (Associates)”12 NakshatraOrganicsPrivateLimited 13 DRKAgroFarmsPrivateLimited 14 CitizenElectronicsLimited 15 ManjeetChemicalsPrivateLimited 16 MadhuhaDesignerWearPrivateLimited 17 V5ITESPrivateLimited18 TrinoxInfrastructureandDevelopersPvtLtd

Transations with Related Parties : Amount in INR

S.No. Nature of Transaction FY 2015-16 FY 2014-15 Associates KMP Total Associates KMP Total

1 Remuneration 0 0 0 0 300000 300000

2 IntrestIncome 1,71,759 1,71,759 1,85,321 -1,85,321

3 ShortTermLoans - - - - - - &Advances

Balances with Related Parties As At 31.03.2016: (Amount INR)S.No. Nature of Transaction FY 2015-16 FY 2014-15

Associates KMP Total Associates KMP Total1 ShortTermLoans 14,50,000 14,50,000 15,86,024 -15,86,024 &Advances

Note No : 37 Related party Disclosures

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NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2016

Note No. 38 Details of provisions (Amount `)

TheCompanyhasmadeprovisionforvariouscontractualobligationsanddisputedliabilitiesbasedon its assessment of the amount it estimates to incur to meet such obligations, details of which are givenbelow: S. Particulars As At As AtNo 01.04.2015 Addition Utilisation Reversal 31.03.2016

1 Provision for warranty Nil Nil Nil Nil Nil (Nil) (Nil) (Nil) (Nil) (Nil)2 Provision for estimated Nil Nil Nil Nil Nil losses on onerous contracts (Nil) (Nil) (Nil) (Nil) (Nil) Nil Nil Nil Nil Nil (Nil) (Nil) (Nil) (Nil) (Nil)

3 Provision for other contingencies Nil Nil Nil Nil Nil (give details) (Nil) (Nil) (Nil) (Nil) (Nil) Total Nil Nil Nil Nil Nil (Nil) (Nil) (Nil) (Nil) (Nil)

Oftheabove,thefollowingamountsareexpectedtobeincurredwithinayear:

S. No. Particulars As At As At 31.03.2016 31.03.2015

1 Provision for warranty Nil Nil

2 “Provision for estimated losses on onerous contracts” Nil Nil

3 Provision for other contingencies Nil Nil (give details)

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NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31.03.2015

Note No. Particulars 39 Note : Segment Reporting Thecompany’soperationsconsistonelineofactivityyearbyyear.TheCompanyisprimarily operating in India which is considered as a single geographical segment. Hence there are no reportable segments under Accounting Standard – 17, issued by Institute of Chartered AccountantsofIndia,duringtheyearunderreport.TheconditionsprevailinginIndiabeing uniform, no separate geographical disclosures are considered necessary. 40 Note: Estimated amount of contracts remaining to be executed on capital account and not provided for(netofadvances)is:Nil(Nil) 41 Note: In the opinion of the Board, current assets, loans and advances are stated at a value which couldberealizedintheordinarycourseofbusiness.Theprovisionforallknownliabilities made is adequate and not in excess of the amount reasonably necessary. 42 Note: Additional information pursuant to Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed. As per the report of even date attached For GV & Co., ForandOnbehalfoftheBoardChartered Accountants Sd/- Sd/- Sd/- Grandh Vittal Madhavi Musnuru Parthasarathi PrattipatiPropreitor WholeTimeDirector DirectorMembership No.206462 Firm Regn. No.012875S Place:Hyderabad Date:30.05.2016

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Consolidated FinanCial statements

62

independent auditors’ Report

to the members of m/s Citiport Financial services limited

We have audited the accompanying consolidated financial statements of M/s Citiport Financial Services Limited (‘the Holding Company’), which comprise the balance sheet as at 31 March 2016, the consolidated statement of profit and loss and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘consolidated financial statements’)

management’s Responsibility for the Consolidated Financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of Consolidated Financial Statements by the Directors of Holding Company.

auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We have not conducted the audit of M/s Citiport Credit Limited. These financial statements have been audited by Geeta Shankar & Co., Chartered Accountants, New Delhi, whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of these consolidate entitles, is basely on the report of the other auditors.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

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An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company as at 31 March 2016 and their consolidated loss and their consolidated cash flows for the year ended on that date.

Report on other legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report, to the extent applicable, that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the consolidated financial statements.

(b) in our opinion proper books of account as required by law relating to preparation of consolidated financial statements have been kept by the Company so far as it appears from our examination of those books;

(c) the consolidated balance sheet, the consolidated statement of profit and loss and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of consolidated financial statements ;

(d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified 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 of the Holding Company as on 31 March 2016 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its subsidiary companies incorporated in India, none of the directors of group companies incorporated in India is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure”; and

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

i) the Holding Company and its subsidiaries do not have any pending litigations which would impact its financial position.

ii) the Holding Company and its subsidiaries did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiaries incorporated in India.

For GV & Co., Chartered Accountants

Sd/- GrandhiVittal Proprietor M.No. 206462 Firm Regn No. 012875S Place : Hyderabad Date : 30th May’2016

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annexure to independent auditor’s Report

Report on the internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies act, 2013 (“the act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2016, We have audited the internal financial controls over financial reporting of M/s Citiport Financial Services Limited (“the Holding Company”) and its subsidiary companies incorporated in India as of 31 March 2016 as of date.

management’s Responsibility for internal Financial Controls

The Respective Board of Directors of the Holding Company and its subsidiary companies, which are incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

auditors’ Responsibility

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

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

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have 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, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the Holding Company and its subsidiary companies, which are incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For GV & Co., Chartered Accountants

Sd/- GrandhiVittal Proprietor M.No. 206462 Firm Regn No. 012875S Place : Hyderabad Date : 30th May’2016.

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a equity and liabilities: shareholders funds (a) God Account 22 (b) Share Capital 1 3,10,00,000 (c) Reserves and Surplus 2 (6,92,248) (d) Money Received against Share Warrants Share application money pending allotment 3 - minority interest 14,62,556 non-current liabilities (a) Long-term borrowings 4 4,52,000 (b) Deferred tax liabilities (Net) - (c )Other Long term liabilities 5 - (d) Long-term provisions 6 - Current liabilities (a) Short-term borrowings 7 - (b) Trade payables 8 - (c)Other current liabilities 9 3,55,451 (d) Short-term provisions 10 3,35,852 total 3,29,13,633 assets: non-current assets (a) Fixed assets (i) Tangible assets 11 23,683 (ii) Intangible assets 26,44,202 (iii) Capital work - in - progress - (iv) Intangible assets under development - (b) Non-current Investments 12 (c) Deferred tax assets (net) 29 3,000 (d) Long- term loans and advances 13 81,12,164 (e) Other non-current assets 14 - Current assets (a) Current Investments - (b) Inventories 15 - (c )Trade Receivable 16 70,000 (d) Cash and Bank balances 17 28,07,166 (e)Short -term loans and advances 18 1,92,53,419 (f) Other current assets 19 - TOTAL 3,29,13,633 Accounting Policies & Other relevant Notes 27 to 42Previous Year Figures have been regrouped/ reclassified/ rearranged wherever necessary.

Particulars note as at no. 31.03.2016

Consolidated BalanCe sheet as on 31st maRCh, 2016

As per the report of even date attachedFor G.V & Co.,Chartered Accountants Sd/-(Grandhi Vittal)ProprietorMembership No.206462Firm Regn No. : 012875SPlace : HyderabadDate : 30.05.2016


Sd/- Sd/- madhaVi mUsnURU PaRthasaRathi PRattiPati Whole time Director Director

Amount in `

68

a Continuing operations: 1 Revenue from operations 20 17,35,392 Less: Excise Duty - Revenue from operations (net) 17,35,392 2 other income 21 - 3 total Revenue (1 + 2) 17,35,392 4 expenses: Cost of materials consumed - Purchases of Stock in Trade 22 - “Changes in inventories of finished goods, work-in-progress and Stock-in-Trade” 23 - Employee Benefit Exepense 24 7,02,774 Other Expenses 25 10,54,994 Total 17,57,768 5 earnings before exceptional and extra ordinary items, interest, tax, depreciation and amortisation (eBitda) (3 - 4) (22,376)6 Finance Costs 26 58,306 7 Depreciation and amortisation expense 11 3,316 8 Profit/(Loss)beforeexceptionaland extraordinary items and tax (5 - 6 - 7) (83,998)9 Exceptional Items 25,00,000 10 Profit / (Loss) before extraordinary items and tax (8 - 9) (25,83,998)11 Extraordinary items - 12 Profit / (Loss) before tax (10 - 11) (25,83,998)13 Tax Expense: - Current Tax - - Deferred Tax 1,350 14 Profit/(Loss)fortheperiodfromcontinuingoperations(12-13) (25,85,348)B discontinuing operations 15 Profit/(loss) from discontinuing operations - 16 Tax expense of discontinuing operations - 17 Profit/(Loss) from Discontinuing operations (after tax) (15 - 16) - C total operations 18 Profit / (Loss) for the year Before Minority Interest (14 + 17) (25,85,348)19 Minority Interest (37,754)20 Profit After Minority Interest (25,47,594)19 Earnings per equity share: - Basic (0.82) - Diluted (0.82) Accounting Policies & Other relevant Notes 27 to 42Previous Year Figures have been regrouped/ reclassified/ rearranged wherever necessary.

s. Particulars note For the Year no. no ended 31.03.2016

Consolidated statement PRoFit and loss FoR the YeaR ended 31st maRCh, 2016

As per the report of even date attachedFor G.V & Co.,Chartered Accountants Sd/-(Grandhi Vittal)ProprietorMembership No.206462Firm Regn No. : 012875S

Place : HyderabadDate : 30.05.2016


Sd/- Sd/- madhaVi mUsnURU PaRthasaRathi PRattiPati Whole time Director Director

Amount in `

69

notes forming part of Consolidated Financial statements as at 31.03.2016 a. a1 accounting policies adopted in the preparation of consolidated accounts The consolidated accounts related to M/s. Citiport Financial Services Limited, Hyderabad (Holding Company) and M/s.Citiprt Credit Limited (Subsidiary Company) have been prepared in accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India. a2 details of subsidiary company considered in the consolidated accounts

Name of the subsidiary Country of Share holding Extent of Holding Incorporation as on (%) Direct

Citiport Credit Limited India 31.03.2016 82.59% A3Othersignificantaccountingpolicies: Accounting Standards 1 to 32 (to the extent applicable) issued by the Institute of Chartered Accountants of India have been duly considered while preparing the accounts of both holding and subsidiary company and the same have been explained in detail in the notes on accounts of the respective companies which may be referred to Notes to Accounts annexed to respective financial statements forming part of this Consolidated Financial Statements. a4 additional information on Consolidated Financial statements as prescribed by schedule iii to the Companies act, 2013 Name of the entity in the Group Net assets, i.e., total assets Share in Profit/ (Loss) minus total liabilities

As a % of “Amount As a % of “Amount consolidated (INR)” consolidated (INR)” net assets profit or (loss)

Parent Citiport Financial Services Limited 100.53% 3,04,69,284 91.61% (23,68,465)subsidiary Citiport Credit Limited 27.72% 84,01,844 8.39% (2,16,883)Sub-total 128.25% 3,88,71,128 100.00% (25,85,348)Less: Effect of inter company elimination -28.25% (85,63,354) 0.00% - Total 100.00% 3,03,07,774 100.00% (25,85,348)minority interest 4.83% 14,62,556 1.46% (37,754)

70

notes forming part of Consolidated Financial statements as at 31.03.2016 note no: 1 share Capital (amount inR)

S.No. Particulars As At 31.03.2016 Number Amount

authorised 1 Equity Shares of Rs. 10/- each with Voting Rights 3,20,00,000 3,20,00,000 issued, subscribed and Paid up 2 Equity Shares of Rs. 10/- each fully paid up 31,00,000 31,00,000 with Voting Rights

total 3,10,00,000 31,00,000

(a) Reconciliation of the number of shares outstanding as at 31.03.2016 and 31.03.2015 S.No. Particulars As At 31.03.2016

Number Amount 1 Equity Shares outstanding at the beginning of the year 0 0 2 Equity Shares Issued during the year 0 0 3 Equity Shares bought back during the year 0 0 4 Equity Shares outstanding at the end of the year 0 0

(b) Rights, preferences and restrictions attached to shares: The company has one class of equity shares having a par value of Rs.10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend. In the event of liquidation, the equity sharesholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding. (b) details of shareholders holding more than 5 percent shares:

S.No. Particulars As At 31.03.2016 No. of Shares Amount held

equity shares with Voting Rights 1 Golden Valley Holdings Private Limited 8,99,304 29.01%2 Ginza Communication Private Limited 3,07,600 9.92%3 Mithul Investment Private Limited 2,42,200 7.81%

(c) aggregate number and class of shares allotted as fully paid up for consideration otherthan cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance sheet date s.no. Particulars no. of shares as at 31.03.2016

nil nil

71

notes forming part of Consolidated Financial statements as at 31.03.2016

Note Particulars As At 31.03.2016No. 2 note: Reserves & surplus General Reserve As per last Balance Sheet 18,913 Add: Transferred from Profit & Loss A/c - Closing Balance 18,913 Statutory Reserve Fund * Opening Balance 9,43,935 (+) Addition during the year - Closing Balance 9,43,935 * Statutory Reserve Fund Created as per Section 45-IC of Reserve Bank of India Act,

1934 Profit and Loss Account As per last Balance Sheet 8,74,879 (+) Net Profit for the current year - (+) Transfer from Reserves - (-) Net Loss for the current year 25,29,975 (-) Adjustment relating to Fixed Assets ** - (-) Proposed Dividends - (-) Interim Dividends - (-) Transfer to Statutory Reserve - Closing Balance (16,55,096) total (6,92,248) ** for FY 2014-15, Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specifiedin Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Depreciation, Amortisation and Depletion. Accordingly the “unamortised carrying value is being depreciated / amortised over the revised/ remaining” useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted,in the opening balance of Profit and Loss Account amounting to Rs. 12,234/-

3 note: share application money pending allotment Total Amount -

72

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)

note Particulars as at 31.03.2016no. 4 note: long term Borrowings Secured Term Loans from Banks - Vehicle Loans from Banks - Unsecured - From Directors 4,52,000 4,52,000 5 note: other longterm liabilities Other Liabilites - - 6 note: long term Provisions Provisions - Others - 7 note: short term Borrowings secured Loans repayable on demand from Banks - Loans repayable on demand from Others - Unsecured Loans from Related Parties - Other Loans and Advances - - 8 note: trade Payables Dues to Micro, Small and Medium Enterprises * - Dues to Others - - * The details of amounts outstanding to Micro, Small and Medium Enterprises based on

available information with the company is as under: Principal amount due and remaining unpaid - Interest due on above and the unpaid interest - Interest paid - Payment made beyond the appointed day during the year - Interest due and payable for the period of delay - Interest accrued and remaining unpaid - Amount of further interest remaining due and payable in - succeeding years The above information regarding Micro, Small and Medium Enterprises has been determined

to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.

73

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars as at 31.03.2016no.9 note: other Current liabilities Current Maturities of Long Term Debt (Secured) Termloans from Banks - Interest Accrued & Due on Borrowings - Advances received from Customers - Other Payables* 3,55,451 3,55,451 * Other Payables include Expenses Payable 3,44,951 Statutory Liabilities 10,500 10 note: short term Provisions Provisions for Employee Benefits Provisions - Others: Provision for Taxes 77,747 Contingency Provision Against Standard Assets * 2,58,105 3,35,852

12 note: non Current investments in equity shares (Quoted - fully paid up) - total - in equity shares (Unquoted - fully paid up) - Citiport Credit Limited 0 total - Grand total - 13 note: long term loans & advances (a) Capital Advances - (b) Security Deposits - (c )Loans & Advances to related parties - (d) Loans & Advances to Employees - (e) Prepaid Expenses - (f) Advance Income Tax - (g) MAT Credit Entitlement - (h) Balances with Government Authorities TDS Receivable 5,11,430

74

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3 4

5 6

7 8

9 10

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8-9A

Tangibleassets:

(a)

Computers&Software

Owned

188130

-

-

-

-

-

-

-

-

188130


se

-

-

-

-

-

-

-

-

-

-

Givenunderoperatinglea

se

-

-

-

-

-

-

-

-

-

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(b)

FurnitureandFixtures

Ow

ned

277269

-

-

-

-

-

-

-

-

277269


se

-

-

-

-

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-

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29,800

-

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29,800


se

-

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-

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AsAt

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ofassets

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recognise

din

losses

31.03.2016

31.03.20163

1.03.2015

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11

12

13

14

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17

18

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Ow

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-

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-

-

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181630

6500

6500


se

-

-

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-

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(b)

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Ow

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2,67,677

-

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2,67,677

9,592

9,592


se

-

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18,894

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22,210

7,591

10,907


se

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76

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars as at 31.03.2016no. (i) Other Loans & Advances Secured, considered good - Unsecured, considered good 76,00,734 Doubtful - 81,12,164 Less: Provision for other doubtful loans & advances - 81,12,164 Note: Long Term Loans & Advances include amounts due from Directors - Other Officers of company - Firms in which any director is a partner - Private companies in which any director is a director or member - 14 note: other non-Current assets (a) Long-term trade receivables - (b) Unamortised expenses * ( to the extent not written off or not adj.) - (i) Ancillary borrowing costs - (ii) Share issue expenses - (iii) Discount on shares - (iv) Other Expenses - Preliminary Expenditure - (c) Accruals - (d) Other Non-current Assets Rent Deposit Telephone Deposit - Other Deposits - 15 note: inventories: (a) Raw materials - Goods-in-transit - (b) Work-in-progress - Goods-in-transit - (c) Finished goods (other than those acquired for trading) - Goods-in-transit - (d) Stock-in-trade (acquired for trading) - Goods-in-transit - (e) Stores and spares - Goods-in-transit -

77

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars as at 31.03.2016no.

(f) Loose tools - Goods-in-transit - (g) Others (Specify nature) - Goods-in-transit - 16 note: trade Receivables Trade receivables outstanding for a period exceeding six months from the date they were due for payment Secured, considered good - Unsecured, considered good - Doubtful - Trade receivables outstanding for a period lessthan six months from the date they were due for payment Secured, considered good - Unsecured, considered good - Doubtful 70,000 70,000 Less: Provision for doubtful trade receivables - 70,000 * Trade receivables include debts due from: Directors - Other officers of the Company - Firms in which any director is a partner (give details per firm) - Private companies in which any director is a director or member (give details per

company) - 17 note: Cash and Bank balances (a) Cash and Cash Equivalents (i) Balances with banks; In Deposit Accounts - In Current Accounts 2,25,775 (ii) Cheques, drafts on hand 12,76,298 (iii) Cash on hand 13,05,093 (b) Other Bank balances In Deposit Accounts - 28,07,166

78

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars as at 31.03.2016no.

18 note: short term loans & advances (a) Loans & Advances to related parties Secured, considered good - Unsecured, considered good - Trinox Infrastructure and Developers Private Ltd 14,50,000 Doubtful 14,50,000 Less: Provision for doubtful loans & advances 14,50,000 (b) Security Deposits - (c ) Loans & Advances to Employees - (d) Prepaid Expenses 4,209 (e) Balances with Government Authorities TDS Receivable 1,73,542 (f) Inter-Corporate Deposits - (g) Others Secured, considered good - Unsecured, considered good Ginza Communications Pvt Ltd. 1,39,24,219 Kite Women College of Professional Engineering Sciences 5,00,000 Kite College of Prefessional Engineering Sciences

Phat Phish Films (P) Ltd 32,01,449 (j) Doubtful 1,92,53,419 Less: Provision for other doubtful loans & advances 1,92,53,419 Note: Short Term Loans & Advances include amounts due from Directors - Other Officers of company - Firms in which any director is a partner - Private companies in which any director is a director or member 14,50,000 19 note: other Current assets (a) Unbilled revenue - (b) Unamortised expenses - (c) Accruals - (d) Other Current Assets * - -

79

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars For the Year endedno. 31.03.2016

20 note: Revenue from operations

Interest 17,35,392 Other financial Services - 17,35,392 21 note: other income Other Income - - 22 note: Purchases Purchases - - 23 Note:Changesininventoriesoffinishedgoods, work-in-progress and stock-in-trade Inventories at the end of the year: Finished goods (acquired for trading) - Work-in-progress - Stock-in-trade - - Inventories at the beginning of the year: Finished goods (acquired for trading) - Work-in-progress - Stock-in-trade - - net increase / (decrease) - 24 Note:EmployeeBenefitExpenses Salaries and wages 6,90,000 Directors Remuneration - Contribution to provident and other funds - Staff welfare expenses 12,774 7,02,774

80

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars For the Year endedno. 31.03.2016 25 note: other expenses Advertisement Expenses 50,429 Audit Fee 76,200 Internal Audit Fee 20,000 Conveyence Expenses 18,850 DeMat & RTA Expenses 51,299 Internet / Cable Charges 12,463 Listing Fees & Others 4,34,691 Loss on Sale of Investments - Office Maintenance 39,000 Postage & Courier 10,095 Meeting Expenses 34,075 Professional / Legal Fees 2,47,892 Rent 60,000 10,54,994 26 note: Finance Costs Interest Expense Interest - Interest on Others * 373 Other Finance Expenses Bank Charges 640 Provision for Standard Assets * 57,293 58,306 * Interest on Others include Interest on TDS Payable

28 Note: Auditors Remuneration Payments to Auditors comprises: As Auditors - Statutory Audit

57,150 For taxation matters

19,050 For company law matters - For management services - For other services - Reimbursement of Expenses - total 76,201

81


29 note: deferred tax liability / (asset) :

On account of Depreciation and Amortisation 1,350 Total 1,350 30 note: earnings Per share The Calculation of Earnings Per Share (EPS) as disclosed in the Profit and Loss Account has

been made in accordance with Accounting Standard (AS - 20) on Earnings Per Share issued by the Institutue of Chartered Accountants of India. A statement on calculation of Basic and diluted EPS is as under:

Profit after Tax (INR) (25,85,348) Number of equity shares (in Nos) 31,00,000 Earnings per share (INR) (0.82) Face Value per Equity Share (INR) 10.00 31 InvestmentsWrittenOff(ExceptionalItem): Name of the Company

Amount (INR) Precision Infrastrcuture Limited 25,00,000 32 note: tax expense The Tax Expenses for the year comprises of; Current Tax - Deferred Tax 1,350

Provision for tax for the year comprises current income tax and deferred tax. Current income tax is determined in respect of taxable income with deferred tax being determined as the tax effect of timing differences representing the difference between taxable income and accounting income that originate in one period, and are capable of reversal in one or more subsequent period(s). Such deferred tax is quantified using rates and laws enacted or substantively enacted as at the end of the financial year.

82


33 note: details of leasing arrangements The company has entered into operating lease arrangements for its Regd. Office premises:

Future minimum lease payments not later than one year 36,000 later than one year and not later than five years - later than five years - The future minimum lease rental obligation under non-cancellable operating leases in respect

of these assets is on account of lock-in period and notice period in some of the lease agreements entered by the company for operating of showrooms:

On account of Lock-in Period - On account of Notice Period - 34 note: disclosures required under section 22 of the micro, small and medium enterprises development act, 2006

(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year - - (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year - - “(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day “ - - (iv) The amount of interest due and payable for the year - - “(v) The amount of interest accrued and remaining unpaid at the end of the accounting year” - - (vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid - -

Dues to Micro and Small Enterprises have been determined to the extent such parties have

been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

35 note: earnings in foreign currency Nil Nil 36 note: expenditure in foreign currency Nil Nil

83

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)note Particulars For the Year endedno. 31.03.2016 37 Citiport Credit limited has become subsidiary w.e.f 07th may 2015 and it is not subsidiary during FY 2014-15, hence Cash Flow Statement need not be reported in Cosolidated Financial Statements.

38 Related Party disclosures

S.No. Name of the Related Party Nature of Relationship 1 Madhavi Musnuru Key Management Personnel 2 Ratan Kishan Musnuru Key Management Personnel 3 Prattipati Parthasarathi Key Management Personnel 4 Anil Kumar Talasila Key Management Personnel 5 Manohar Surapur Key Management Personnel 6 G. V. V. S. Vara Prasada Rao Key Management Personnel 7 D. Pradeep Kumar Key Management Personnel 8 Talus Infra Ventures Private Limited 9 Golden Valley Holdings Private Limited

10 Green Fire Agri Commodities Limited 11 Northgate Com Tech Limited

12 Social Media India Limited 13 Citizen Communications Limited

14 Bio Bhanol Agro Industries Limited 15 Nakshatra Organics Private Limited 16 DRK Agro Farms Private Limited 17 Citizen Electronics Limited 18 Manjeet Chemicals Private Limited 19 Madhuha Designer Wear Private Limited 20 V5 ITES Private Limited 21 Trinox Infrastructure and Developers Pvt Ltd

transactions with Related Parties:

S.No. Nature of Transaction FY 2015-16 Associates KMP Total 1 Remuneration - 2 Interest Income 1,71,759 1,71,759 3 Short Term Loans & Advances - - -

“Enterprises own or significantly influenced by Key Management Personnel or their relatives (Associates)”

84

notes forming part of Consolidated Financial statements as at 31.03.2016 (amount inR)

transactions with Related Parties:

S.No. Nature of Transaction FY 2015-16 Associates KMP Total 1 Short Term Loans & Advances 14,50,000 14,50,0002 Long Term Borrowings 4,52,000 4,52,000

Citiport Financial services limited # 8-3-678/42/5, Flat No. 306, 3rd Floor, Santosh Manor, Navodaya Colony, Yellareddyguda, Hyderabad-500073

notes forming part of Consolidated Financial statements as at 31.03.2016 note no. 39 details of provisions

The Company has made provision for various contractual obligations and disputed liabilities based on its assessment of the amount it estimates to incur to meet such obligations, details of which are given below:

s.no. Particualrs “as at “as at 01.04.2015” additions Utilisation Reversal 31.03.2016”1 Provision for warranty “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)”2 “Provision for estimated losses on onerous contracts” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)”

3 Provision for other contingencies (give details) “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)”

Total “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)” “Nil (Nil)”

Of the above, the following amounts are expected to be incurred within a year:

85

S. No. Particulars “Citiport As At Financial” 31.03.2015

1 Provision for warranty Nil Nil 2 “Provision for estimated losses on onerous contracts” Nil Nil 3 Provision for other contingencies (give details) Nil Nil

note no. Particulars 40 note: segment Reporting The company’s operations consist one line of activity year by year. The Company is primarily

operating in India which is considered as a single geographical segment. Hence there are no reportable segments under Accounting Standard – 17, issued by Institute of Chartered Accountants of India, during the year under report. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

41 Note: Estimated amount of contracts remaining to be executed on capital account and not provided

for (net of advances) is: Nil (Nil) 42 note: In the opinion of the Board, current assets, loans and advances are stated at a value which

could be realized in the ordinary course of business. The provision for all known liabilities made is adequate and not in excess of the amount reasonably necessary

43 Note: Additional information pursuant to Non-Banking Financial (Non-Deposit Accepting or

Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed.

As per the report of even date attached For GV & Co For and On behalf of the Board Chartered Accountants Grandhi Vittal madhavi musnuru Parthasarathi PrattipatiProprietor Whole Time Director DirectorMembership No.206462 Firm Regn. No.012875S Place: Hyderabad Date: 30.05.2016

86

E-VOTINGProcess and manner for members opting for e-voting are as under:

The Company is offering e-voting facility to its members enabling them to cast their votes electronically. The Company has signed an agreement with M/s Central Depository Services (India) Limited (CDSL) for facilitating e-voting to enable the shareholders to cast their votes electronically pursuant to Rule 20 of Companies (Management and Administration) Rules, 2014. The instructions for e-voting are as under:

(i) The voting period begins on Friday 23rd September, 2016 at 09.00 Hrs and ends on , Sunday 25th September, 2016 at 17.00 Hrs. During this period shareholder’s of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 19th September, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

(iii) Click on “Shareholders” tab.(iv) Now, select the “CITI PORT FINANCIAL SERVICES LIMITED” from the drop down menu and

click on “SUBMIT”(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 ID, c. 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 and voted

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 Tax De partment (Applicable for both demat shareholders as well as physical shareholders)

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

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

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details are not

recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

DividendBankDetails

87

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach the Company selection screen.

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 new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(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 confirmation box

will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the

Voting page.(xviii) If Demat account holder has forgotten the password then enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.(xix) Note for Institutional Shareholders• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://

www.evotingindia.co.in and register themselves as Corporate. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].• After receiving the login details they have to create compliance user should be created using the admin

login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

14. Kindly note that the shareholders can opt only one mode of voting i.e. either by e-voting or physical

mode. If you are opting for e-voting, then do not vote by physically also and vice versa. However, in case shareholders cast their vote physically and e-voting, then voting done through e-voting will prevail and voting done physically will be treated as invalid.

15. The Company has appointed Mr. MB Suneel, Practising Company Secretary, Hyderabad as Scrutinizer for conducting the e-voting process for the Annual General Meeting

88

ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of CITI PORT FINANCIAL SERVICES LIMITED.

I hereby record my presence at the 24th Annual General Meeting of the shareholders of CITI PORT FINANCIAL SERVICES LIMITED on Monday 26th September, 2016 at 11.30 A.M. Hotel Inner Circle, Raj Bhavan Road, Somajiguda, Hyderabad-500073, Hyderabad -500073

DP ID* Reg.folio no.

Client ID* No of shres

*Applicable if shares are held in electronic form

Name and Address of Member _________________________________

Signature of Shareholder/ Proxy/ Representative (Please Specify)

90

Form No. MGT-11Proxy form

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

CIN L65991TG1992PLC065867Name of the Company CITI PORT FINANCIAL SERVICES LIMITEDRegistered Office House No.8-3-678/42/5,Flat No. 306, 3rd Floor, Santosh Manor, Navodaya Colony, Yellareddyguda, Hyderabad -500073Name of the Member Registered Address Email ID Folio No/ Client ID DP ID.:

I/We, being the member(s) of ___________ shares of the above named company, hereby appoint1 Name: Address Email ID Signature Or failing him 2 Name: Address Email ID Signature Or failing him 3 Name: Address Email ID Signature Or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual general meeting of the company, to be held on the Monday of 26th September, 2016 At 11.30 a.m. at Hotel Inner Circle, Raj Bhavan Road, Somajiguda, Hyderabad-500073, Hyderabad -500073 and at any adjournment thereof in respect of such resolutions as are indicated below:Sl. No Resolutions For Against

1 Consider and Adopt Audited Financial Statements2 Re-appointment of Mr. Ratan Kishan Musurnur as Director who retires by rotation.3 Appointment of statutory auditor and fix their remuneration4 Appointment of Mr.Yetukuri Mallikarjunrao as Independent Director5 Appointment of Mrs. Dhanushree Gudeep as a Director6 Appointment of Mr. Enjamuri Pardha Saradhi as Managing Director

Signed this ____ day of ______________.

Signature of shareholder: Signature of Proxy holder(s):

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

AffixRevenue

Stamp

REGISTERED OFFICEHouse No.8-3-678/42/5,Flat No. :306 ,3rd Floor, Santosh Manor, Navodaya C o l o n y, Ye l l a r e d d y g u d a , Hyderabad-500073

if undelivered please return to :

CITI PORT FINANCIAL SERVICES LIMITED

24th...24th annual general meeting monday, 26th day of september, 2016 at 11:30 am at hotel inner...

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