Jindal Capital Ltd

To

The Members of JINDAL CAPITAL LIMITED

Yours Directors have pleasure in presenting the 18th Annual Report of your companytogether with the audited accounts for the twelve months period ended on 31^stMarch 2012.

DIVIDEND

No dividend has been recommended .

INDUSTRY STRUCTURER AND DEVELOPMENT

The non banking finance companies (NBFC) continue to be buffered by competition fromBanks having large volume of low cost funds. These banks have made NBFC to operate verydifficult.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The company is engaged primarily in the business of financing and sale purchase ofshares and accordingly there are no separate reportable segments as per the AccountingStandard-17.

OUTLOOK

In order to complete in the adverse situation due to competition frominstitutions/banks, your company is strategically refocusing its business.

RISK AND CONCERNS

Dependence on fund based business and shares sale purchase continues to be difficultfor NBFC's unless they are able to reduce their cost of funds very substantially.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has proper and adequate systems for internal control. Emphasis of internalcontrol prevails across all areas of operations. The existing audit committee ensuresproper compliance with the provisions of listing agreement with the stock exchanges andrelevant provisions of companies act.

HUMAN RESOURCE DEVELOPMENT

Your company is fully committed to the development of its employees, training, skillenhancement and motivation of employees is a major activity in the company.

OPERATIONS

The performance of the company during the year under consideration has been not up tomark. The operating loss before interest, finance charges and depreciation is Rs. 5.85Lakhs against loss of Rs.19.99 Lakhs of the previous year. During the year Scan SevicesPrivate Ltd. amalgamated with the company with effect from 1^st April 2011 inaccordance with the scheme of Arrangement approved by Delhi High Court.

DEPOSITS

As on March 31, 2012 no deposits from public have been accepted or renewed by thecompany.

MERGER

Merger of Scan Services P Ltd into Jindal Capital Ltd has been successfully done.Honble High Court of Delhi sanctioned the scheme of arrangement and new shares issued onmerger of Scan Services P Ltd. got listed on Bombay Stock Exchange.

RESEARCH

The company continued its efforts to provide better information and services to itsclients and business associates on various research reports on market condition and oncapital market.

FUTURE PROSPECTS

Your Directors are optimistic about the future prospects of the company and hope thatimprovement in share market will add substantially to the profitability of the company inthe current year. Merger of Scan Services P Ltd. in the overall interest of shareholdersand will attract set of investors and other stake holders which will lead to growth ofbusiness.

UTILISATION OF FUNDS

The funds utilized in making investments in shares and debentures, inter corporatedeposits. Inter corporate deposits have yield good returns without any single case ofdefault. However, performance of investment in shares and debentures has been satisfactoryeven in declining trend in capital market.

DIRECTORS

Mr. Pawan Kumar Jindal retires by rotation as per the provisions of the companies Act,1956 and being eligible, offers himself for re-appointment..

M/s Mohan L. Jain & Co. Chartered Accountants, who retire at the conclusion ofthis Annual General Meeting and being eligible for re-appointment, have been appointed asStatutory Auditors of the Company. They have given certificate to the effect that theappointment, if made, within the limits prescribed u/s 224(1B) of the Companies Act, 1956.Your directors recommend their appointment as statutory Auditors for another year.

The observations in the Auditor's report are dealt with in the notes to the accountsand at appropriate places in the accounts are self-explanatory and no further informationis required.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO

The statement pursuant to section 217(1) (e) of the Companies Act, 1956 read withCompanies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988is given below:

CONSERVATION OF ENERGY : NOT APPLICABLE, AS NOT A MANUFACTURING COMPANY.

TECHNOLOGY ABSORPTION : NOT APPLICABLE, INVOLVED IN INVESTMENT IN SHARES/GIVING INTERCORPORATE DEPOSITS.

FOREIGN EXCHANGE EARNING : NIL

FOREIGN EXCHANGE OUTGO : NIL

PERSONNEL

The Directors express their appreciation for the support given and contribution made bythe employees at all levels to the successful operations of the company during the year.

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies(particulars of the Employees) Rules, 1975, is NIL as none of the employees is in receiptof remuneration in excess of limits specified in the rules.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217 (2AA) of companies Act 1956, with respect toDirectors responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the F.Y. 31^st March, 2012,the applicable accounting standards have been followed along with proper explanationsrelating to material departures:

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of theFinancial Year and of the Profit and loss of the company for the year under review;

(iii) That the Directors have been taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of companies Act 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities:

(iv) That the Directors have prepared the accounts for the F.Y. ended 31^stMarch, 2012 on a "going concern" basis.

(v) information pursuant to listing agreement with the stock exchanges.

The name and address of the stock exchange where the company's share are listed:

The Bombay Stock exchange,

P J Towers, Dalai Street, Mumbai-01

The listing fee for 2012-13 for Mumbai stock exchange has been paid in time and therehas been neither delisting nor suspension of shares from trading during the period underreview.

APPRECIATION

The Board records its grateful appreciation for the sincere cooperation and valuableguidance from Banks, Central and State Government Authorities and Customers in conduct ofits business.