Directors Report of K Z Leasing & Finance Ltd.

Mar 31, 2014

The Shareholders

K. Z. Leasing & Finance Ltd.

The Directors have pleasure in presenting the 28th Annual Report of your company together with the Audited Accounts for the year ended 31st March 2014,

FINANCIAL RESULT

Income 2013-2014 2012-2013

Profit before depreciation & tax 3,244,390.41 13,81,644.27

Less : Depreciation 29,252.00 32,530.00

Provision for Taxation 6,12,164.00 272,694.00

NET PROFIT/LOSS AFTER TAX 2,602,974.41 1,076,420.27

Less:Transfer to statutory Reserve A/c 20% Balance of Previous Year

Transfer to Revenue Reserve 520,594.88 215,284.05

2,082,379.53 861,136.22

REVIEW OF FINANCIAL PERFORMANCE, OPERATIONS AND FUTURE PROSPECTS:

During the year under report, the company has made profit after Tax of Rs.26.02 Lac during the year as against profit of Rs. 10.76 lac in the previous year. The directors are hoping better performance in coming years.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

DIVIDEND

There is tough competition in finance Business, it is in the interest of the company not to declare dividend and invest that amount in the company. Directors have decided not to recommend any dividend.

DEPOSIT

The company has not accepted public deposit during the year and the deposits outstanding are old deposits from Directors and their relative. However company has complied the provisions of section 58 A of companies Act as well as NBFC regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

( I ) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

( II ) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review ;

( III ) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

( IV ) That the directors had prepared the accounts for the financial year ended 31st March, 2014 on a " going concern " basis

BOARD OF DIRECTORS:

1. Mr. Ankit P Patel and Shri Gandalal A Patel Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

2. In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013and Rules made thereunder, it is proposed to appoint Mr. Rameshbhai N Patel, Mr. Kantilal J Patel, Mr. Gandalal A Patel and Mr. Keshavlal K Patel, who are currently non- executive independent directors of the company and who meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, as independent directors for a period of 5 years from the date of the ensuing Annual General Meeting.

RBI GUIDELINES

The company has complied with the regulations of the Reserve Bank of India as on March 31st, 2014 as are applicable to it as a systemically important non banking finance company.

CAPITAL ADEQUACY

The company''s capital adequacy ration was 110.75% as on march 31st March 2014, which is significantly above the threshold limit of 10% as prescribed by the reserve bank of India.

AUDITORS

M/s. J. M. Patel & Bros., Chartered Accountant, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. The company has received certificate from the Auditors to the effect that their re appointment, if made, would be within the prescribed limits under section 224 (1) of The Companies act, 1956

AUDITOR''S OBSERVATIONS

As the observations made by auditors in the Auditors report read with notes on Account are self explanatory so no further explanation require. However for NPA provision the company has followed the procedure of written off Bad debts instead of NPA provision. Board of Directors are hopeful to recover the advances outstanding.

CORPORATE GOVERNANCE

Pursuant to the requirements of the Listing Agreements with Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussions and Analysis Report.

2. A report on Corporate Governance along with Auditor''s Certificate relating to compliance of conditions thereof.

PERSONAL

During the year under review, the relation between the Management and the employees continued to be very cordial. None of the employees of the company were in receipt of remuneration in excess of Rs. 25000 per month and hence, information pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars Of employees ) Rules, 1975 is not furnished.

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company has no activities relation to conservation of energy or technology absorption. There was neither inflow nor out go of foreign exchange during the year.

APPRECIATION

The Director record the appreciation to the company''s share holder, Bank Employees for their support and look forward for their co-operation in the measures being taken to ensure a more prosperous future of the company.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.

CORPORATE SOCIAL RESPOSIBILITY:

During the year the Board constituted a Corporate Social Responsibility Committee comprising of three nonexecutive directors which stood as follows as on 31st March, 2014:

Mr. Rameshbhai N Patel (Non-executive and Independent director) - Chairman Mr. Kantilal J Patel (Non-executive and Independent director) - Member Mr. Gandalal A Patel (Non-executive and Independent director) - Member

The terms of reference and scope of work is same as prescribed in Section 135 of the Companies Act, 2013, and the Rules thereunder.

INSURANCE:

The company has made necessary arrangements for adequately insuring its insurable interests. INDUSTRIAL RELATIONS:

The directors are happy to note that the industrial relations continued to remain cordial during the year. The directors express their appreciation towards the staffs and executive staffs for their coordination and hope for a continued harmonious relations.

ACKNOWLEDGEMENT:

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, Banks and Business associates during the year under review. The Directors also express their gratitude to the shareholders for the confidence reposed towards the Company. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable team work and enthusiastic contribution during the year.

REGISTERED OFFICE :

1st Floor, Deshna Chamber, BY ORDER OF THE BOARD B/h., Kadva Patidar Wadi, FOR, K Z LEASING AND FINANCE LTD. Ashram Road, Usmanpura, Ahmedabad - 380014. Date : 22-05-2014 Pravinbhai K Patel (Chairman & Managing Director)

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report of your company together with the Audited Accounts for the year ended 31st March 2010,

FINANCIAL RESULT

Income 2009-2010 2008-2009

Profit before depreciation & tax 3254507.00 -4144816.59

Less : Depreciation 43752.00 43752.00

Provision for Taxation including FBT 177000.00 10920.00

NET PROFIT/LOSS AFTER TAX 3033776.00 -4199488.59

Less : Transfer to statutory Reserve A/c 20%

Balance 642155.00 Nil

Transfer to Revenue Reserve 0.00 -4199488.59

OPERATION

The company has earned the net Profit after tax of Rs3033776.00 as against the last years losst after tax of Rs4199488.59.

DIVIDEND

There is tough competition in finance Business, it is in the interest of the company not to declare dividend and invest that amount in the company. Directors have decided not to recommend any dividend.

DIRECTORATE

In accordance with the provisions of The Companies Act, 1956 and the Article of Association of the Company, Mr.Rameshbhai N Patel will be retired by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re appointment.

Your directors regret to inform about the sad demise of Shri Keshavlal Z Patel Chairman of the Company on 5.12.2009, who was associated with the Company since 7.08.1986 / incorporation. The invaluable services and guidance rendered by him to the Company will be greatly missed.

"RESOLVED THAT Mr. Ankit P. Patel who was appointed as an additional director of the Company by the Board of Director with effect from 30.01.2010 and holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956, be and is hereby appointed as a director of the Company whose period of office will be liable to retire by rotation."

"RESOLVED THAT Mr. Kantibhai J. Patel who was appointed as an additional director of the Company by the Board of Director with effect from 30.01.2010 and holds office up to the date of this Annual General Meeting under Section 260 of the Companies Act, 1956, be and is hereby appointed as a director of the Company whose period of office will be liable to retire by rotation."

DEPOSIT

The company has not accepted public deposit during the year and the deposits outstanding are old deposits from Directors and their relative. However company has complied the provisions of section 58 A of companies Act as well as NBFC regulations.

RBI GUIDELINES

The company has complied with the regulations of the Reserve Bank of India as on March 31st, 2010, as are applicable to it as a systemically important non banking finance company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(I )That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

( II ) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review ;

(III) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(IV) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a "going concern " basis

AUDITORS

M/s. J. M. Patel & Bros., Chartered Accountant, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. The company has received certificate from the Auditors to the effect that their re appointment, if made, would be within the prescribed limits under section 224 (1 ) of The Companies act, 1956

AUDITORS OBSERVATIONS

As the observations made by auditors in the Auditors report read with notes on Account are self explanatory so no further explanation require. However for NPA provision the company has followed the procedure of written off Bad debts instead of NPA provision. Board of Directors is hopeful to Recover the advances outstanding.

CORPORATE GOVERNANCE

Report on Corporate Governance as required under Clause 49 of the Listing Agreement with the stock exchanges, forms part of the Annual Report.

A certificate from the Auditor of the company M/s J.M.Patel & Co. Chartered Accountants, conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, forms part of the Annual Report.

PERSONAL

During the year under review, the relation between the Management and the employees continued to be very cordial. None of the employees of the company were in receipt of remuneration in excess of Rs. 25000 per month and hence, information pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars Of employees) Rules, 1975 is not furnished.

INFORMATION AS PER SECTION 217 (1 ) ( E ) OF THE COMPANIES ACT, 1956

The Company has no activities relation to conservation of energy or technology absorption. There was neither inflow nor out go of foreign exchange during the year.

APPRECIATION

The Director record the appreciation to the companys share holder, Bank Employees for their support and look forward for their co-operation in the measures being taken to ensure a more prosperous future of the company.

Place: Ahmedabad By Order Of the Board of Director

Date : 16-08-2010 Pravinbhai K. Patel

(Chairman/ Managing Director)