Your Directors have pleasure in presenting their Eleventh Annual 
 Report together with the Audited Statements of Accounts for the year 
 ended 31st March, 1996.
 
 1. Amalgamation and Change of Name
 
 Pursuant to the order of the High Court, Mumbai dated 8th August, 
 1996, Credential Finance Limited was merged with the Company (formerly 
 Bloom Field Builders & Construction Co. Ltd.) with effect from 1st 
 December, 1995. The Scheme of Amalgamation envisages the transfer and 
 vesting of the entire business and undertaking including all its 
 properties, moveable and immoveable, and other trading assets of 
 whatsoever nature, such as licences and quota rights, trade marks and 
 other industrial property rights and all other interest rights, or 
 powers of every kind and assets, liabilities and reserves of the 
 erstwhile Credential Finance Limited with the Company with effect from 
 the appointed date i.e. 1st December, 1995.
 
 Consequently the accounts for the period incorporates the Assets, 
 Liabilities and Reserves of the erstwhile Credential Finance Ltd. as 
 at 1st December, 1995 i.e. the Appointed Day as per the terms of the 
 Scheme of Amalgamation. The profits of the transferor Company i.e. 
 Credential Finance Limited for 8 months, till 30th November, 1995 of 
 Rs. 1101.69 lacs along with the balance in the Profit & Loss Account 
 have been transferred and are reflected in the Reserves as on March 
 31, 1996.
 
 The name of the Company has been changed from Bloom Field Builders & 
 Construction Company Limited to Credential Finance Limited under the 
 provisions of Section 21 of the Companies Act, 1956.
 
 Under the Scheme of Amalgamation, one equity share of face value of 
 Rs. 10/- each at par and credited as fully paid up shall be issued and 
 allotted against one share of the Transferor Company held by the 
 shareholders of the Transferor Company and one 6% Cumulative 
 Convertible Preference Share of Rs. 100/- each at par credited as 
 fully paid up shall be issued and allotted against one 6% Cumulative 
 Convertible Preference Share to the members of the Transferor Company 
 whose names appear in the Register of Members as on 30th November, 
 1995 i.e. the effective date of amalgamation. The above said Equity 
 Shares shall rank pari passu in all respects including the benefits of 
 listing on the Stock Exchange and shall be eligible for any dividend 
 the Company declares for the period commencing from 1st December, 1995 
 onwards on a pro rata basis.
 
 2. Financial Results
 
 The financial results for the year ended 31st March, 1996, are 
 summarised below giving the break-up of pre-amalgamation and 
 post-amalgamation periods.
 
 3. Dividends
 
 The Directors are pleased to recommend payment of dividend for the 
 year ended 31st March, 1996 as under :
 
                                                          (Rs. in Lacs)
 
 (i) On the Equity shares @ 18% per 
     annum on a pro-rata basis                                45.76
 
 (ii) On 6% Cumulative Convertible Preference 
      Shares @ 6% per annum                                   10.65
      for the period on pro-rota basis
 
 Payment is subject to deduction of tax at source and approval by the 
 shareholders at the Annual General Meeting.
 
 4. Current Operations
 
 Consequent to the Scheme of Amalgamation, this year the Company has 
 diversified its operations into Non-Banking Financial Activities. The 
 Company is carrying on the business as a Non Banking Finance Company 
 with the same R.B.I. Registration Number as was the status & Number 
 enjoyed by the erstwhile Credential Finance Limited.
 
 5. Future Prospects
 
 The Financial Year 1996-97 (FY 97) will be marked with a quantum jump 
 in the asset finance volumes. Lease disbursements are targeted to show 
 a 200% growth over the previous year. Your Company is entering the 
 Hire Purchase segment, with targeted volumes of Rs. 25.00 Crores in 
 FY97. Asset Finance will be broken up into segments based on the 
 category of the assets. Your Company already has a presence in the 
 equipment and machinery leases and has targeted commercial vehicle and 
 car finance for growth in volumes in FY97. The vehicle finance 
 operations will cover the commercial vehicles segments as well as the 
 car segment. In both commercial vehicles and car finance your Company 
 will lay emphasis on a strong business infrastructure, and to this end 
 it had delayed its entry into these segments.
 
 Your Company proposes to focus on specific industry segments, in 
 particular transport and infrastructure (oil, telecom, power, railways 
 and ports). The thrust on asset finance is prompted by the growth in 
 the capital formation by Indian and translational corporates alike. An 
 increasing number of projects, primarily in the infrastructure sectors 
 are taking shape and large investments are scheduled to flow from 
 FY97.  Increasing opportunities for financing assets, from 
 manufacturing plants to individual equipment, are being thrown up, 
 with structured, customised solutions becoming the need for these 
 corporates.
 
 The thrust in asset finance would classify your Company as a Leasing & 
 Hire Purchase Company from FY97, with over 51% of its income 
 contributions coming from asset finance operations.
 
 In the area of Investment Banking your Company is focussing on 
 liability restructuring for its corporate clients. The importance 
 being attached to this area is an outcome of the fluctuations in the 
 Indian financial markets, especially in the unorganised short term 
 lending markets, as also the liquidity crisis faced by the banking and 
 institutional sectors in the past 18 months. In addition, thrust will 
 be given to the areas of arranging project finance, funding 
 diversification programmes, financing annual working capital 
 requirements.
 
 Your Company is setting up subsidiaries in London, Singapore and Dubai 
 as part of expanding the investment banking operations and deposit 
 mobilisations from NRIs.
 
 A specific focus of your Company is to expand its Fixed Deposit 
 investor base. While the fixed deposit schemes were opened in February 
 1996, the mobilisation drive commenced only in June 1996 and your 
 Company is pleased to report that the collections have crossed Rs. 
 3.60 Crores.
 
 6. Share Capital
 
 As a result of the amalgamation the Authorised Capital is enhanced 
 from Rs. 1 Crore to Rs. 15 Crores and the Paid up Equity Capital of 
 the Company stands enhanced from Rs.99,60,000/- to Rs.5,63,45,000/- 
 and the 6% Cumulative Convertible Preference Share Capital stands at 
 Rs. 5,32,25,000/-.
 
 7. Public Deposits
 
 The Company has accepted Public Deposits during the period under 
 review. The Company has no unpaid deposits or interest outstanding 
 thereon as on 31st March, 1996.
 
 8. Directors
 
 During the period under review Mr. Deepak Kochhar and Mr. Rajiv 
 Kochhar were appointed as the Managing Director and Executive Director 
 respectively. Also Mr. Manoj Maheshwari, Mr. O.P. Bharadwaj, Mr. T. 
 Thyagarajan were appointed as Additional Directors by the Board and 
 vacate their seats at the forthcoming Annual General Meeting. The 
 Company has received notices from members under Section 257 of the 
 Companies Act, 1956 proposing their names as Directors of the Company. 
 They have agreed to act as Directors if appointed.
 
 During the period under review, Mr. Satyabrata Mukherjee, Mr. Subrata 
 Das, Smt. Barsha Mukherjee, Mr. Anil Jain and Mr. Soman Thomas have 
 resigned from the Directorship of the Company. The Board places on 
 record its appreciation of the contribution made by them during their 
 tenure as Directors of the Company.
 
 In accordance with the provisions of the Companies Act, 1956, Mr. S.K. 
 Shelgikar retires by rotation and being eligible, offers himself for 
 re-appointment.
 
 9. Statutory Disclosures
 
 There are no employees covered by Section 217 (2A) of the Companies 
 Act, 1956, read with the Companies (Particulars of Employees) Rules 
 1975 as amended.
 
 The Companies (Disclosure of Particulars in the Report of Board of 
 Directors) Rules 1988, require disclosure of particulars regarding 
 Conservation of Energy in Form A and Technology Absorption in Form B 
 prescribed by the rules. The Company not being a manufacturing Company 
 is advised that Form A and B are not applicable to it.
 
 The Company had no foreign exchange earnings during the period under 
 review. The outgoings in respect of foreign travel expenses are Rs. 
 2.29 lacs and Rs. 0.11 lacs towards other expenses.
 
 10. Auditors
 
 M/s. Shah & Co. Chartered Accountants, Mumbai had been appointed as 
 statutory auditors of the Company by the members in their meeting held 
 on 29th September, 1995 and hold office until the conclusion of the 
 ensuing Annual General Meeting. However, they have expressed their 
 inability for re-appointment. The Directors wish to place on record 
 their gratitude for the services rendered.
 
 The Directors propose M/s J.S. Bhatia & Co. Charterd Accountants, 
 Mumbai as auditors of the Company till the conclusion of the next 
 Annual General Meeting on a remuneration to be decided by the Board.  
 M/s. J.S. Bhatia & Co. have informed the Company that they would be 
 available for appointment, if they are appointed. The Directors 
 recommend their appointment.