Directors Report of Aneri Fincap Ltd.

Mar 31, 2012

The Directors have pleasure in presenting the 22nd ANNUAL REPORT together with audited accounts of the company for the financial year ended 31st March, 2012. The summarized financial results of the company are given below:

I. FINANCIAL RESULTS :

(Rupees in lacs)

CURRENT YEAR PREVIOUS YEAR

Income from Operations 67.36 25.02

Depreciation & Amortization Expenses 2.95 3.48

Profit Before Tax 59.71 3.13

Less : Provision for Taxation 18.19 1.35

Profit After Taxation 41.79 6.35

Balance Brought Forward (91.26) (84.91)

Profits Available for Appropriations (49.47) (91.26)

PROPOSED APPROPRIATIONS :

i) Special Reserve Fund 5.48 5.48

ii) Balance Carried to Balance Sheet (49.47) (91.26)

II. GENERAL REVIEW OF OPERATIONS :

The global economy witnessed significant volatility during the year. The enquiry for credit and the demand for funds thus also registered a noticeable increase. The banks and financial institutions also reported a smart increase in the credit off take. The demand for funds was thus high. Despite the rising demand for funds, the interest rates remain relatively subdued. This affected the profits of Banks and NBFCs and thus profits of finance companies were relatively low. The company was able to conduct safe and secured business but volumes were low because a large part of demand for finance was at a very low rate of interest and such business had to be foregone by the company. The company also continues to face severe competition from banks and financial institutions who offer credit at very low rates of interest. In fact, our competitors are seeking to enter every niche of business with large funds at their disposal. In view of such fierce competition, your directors are making the necessary efforts to attract new business by providing easy and quick but secured finance to customers. The Indian economy continues to be on a strong footing and is poised to achieve a major growth. The company is confident of meeting its performance aided by such credit in the economy.

III. DIVIDEND :

In order to conserve the resources, your Directors are unable to declare any dividends.

IV. DEPOSITS :

The Company has not taken any deposits from the public. The deposits under finance contractual obligations have been received and refunded in the routine course of business. There were no deposits, which were claimed for repayment but were unpaid as at 31st March, 2012. The company has complied with all the requirements of the Reserve Bank of India in respect of receipt of deposits and maintenance of minimum percentage of liquid assets.

V. REGULATORY GUIDELINES :

Your Company has fully complied with the requirements of the prudential norms prescribed by the Reserve Bank of India, in respect of provisioning requirements, capital adequacy, asset classifications and restriction on concentration of credit and investments. Your Company is registered with the Reserve Bank of India as a Non Banking Finance Company in the category of Equipment Lease and Hire Purchase Company. The Registration No. is 13.00906 dated 26th May, 1998.

VI. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahesh Jethva, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, Mr. Karsan Keshav Chitroda, was appointed as an Additional Director on the Board of Directors. Mr. Karsan Keshav Chitroda would vacate his office on the date of ensuing Annual General Meeting of the Company.

The Company has received notice under Section 257 of the said Act from a shareholder proposing the candidature of the said Directors for the office of the Directors of the Company. Accordingly, the resolution has been proposed in the Notice of the forthcoming Annual General Meeting of the Company for the Appointment of Mr. Karsan Keshav Chitroda, as a Director of the Company.

Details of the Directors to be appointed/ re-appointed at the forthcoming Annual General Meeting as required pursuant to clause 49 (vi) (a) of the listing Agreement are appended here with as Annexure I.

VII. SECRETARIAL AUDIT REPORT:

The Company has obtained Compliance Certificate from a Company Secretary in whole time practice pursuant to section 383A of the Companies Act, 1956 and the same forms a part of the Balance Sheet.

VIII. AUDITORS :

M/s. AMD & Co., Chartered Accountants, the retiring Auditors have expressed their willingness to be re- appointed. It has been proposed to re-appoint M/s. AMD & Co., Chartered Accountants as Auditors of the Company. The Company has received a Certificate from them that they are qualified under Section 224 (1) of the Companies Act, 1956 for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2013 as set out in the Notice convening the Meeting.

IX. AUDITORS REMARKS:

The remarks of the auditors are self-explanatory in nature and need no further clarification.

X. STATUTORY INFORMATION:

The Company had no employees, drawing remuneration in excess of the limits laid out under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

XI. CORPORATE GOVERNANCE:

The Company, though it is not yet mandatorily required to comply with the provisions laid down in the Listing Agreement on corporate governance, has adhered to strict levels of corporate governance and management.

XII. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement' and confirm that:-

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

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company, for that period.

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

XIII. ACKNOWLEDGEMENT :

Your Directors wish to thank the Company's bankers and all other associates, for their co-operation and support during the year.

For and on behalf of Board of Directors

Sd/-

Place : MUMBAI Mrs. Disha A. Mehta

Date : 31st May, 2012 Chairman, Managing Director