Directors Report of Mansi Finance (Chennai) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with the audited statement of accounts for the year ended 31st March, 2015.

1. STATE OF COMPANY'S AFFAIRS:

(A) Financial summary or highlights:

(in Rs.)

Particulars 2014-15 2013-14

Total Income 53753830 54759716

Total expenditure 32980007 26475945

Profit before interest, depreciation and tax 41634840 43495628 Finance cost 19170042 14149421

Depreciation 1690974 1062436

Profit (Loss) before Extra-ordinary items and tax 20773824 28283771

Extra-ordinary items (Transfer to Reserve Fund as per RBI Guidelines)

Profit (Loss) after Extra-ordinary items & before tax 20773824 28283771

Provision for taxation (Net of deferred tax) 5319565 5317679

Profit (Loss) after tax 15454259 22966092

Amount available for appropriation Appropriations:

Transfer to Statutory Reserve Fund 3090852 4593218

Transfer to General reserve - -

Proposed dividend - -

Tax on proposed dividend - -

Balance carried to Balance Sheet 12363407 18372874

(B) Operations:

Your Company has been able to strengthen its financial position during the current year. The gross amount of loans provided by the Company stood at Rs.2728.56 Lakhs as on 31st March, 2015 as compared to Rs.1922.93 Lakhs as on 31st March, 2014.

2. EXTRACT OF ANNUAL RETURN (FORM MGT-9):

The extract of Annual Return pursuant to the provisions of sub-section (3) of section 92 read with sub-rule (1) of rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-1 and is attached to this report.

3. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Ten Board Meetings have been held during the financial year, 2014-15, details of which are furnished as under:

Quarter Date of Board Meeting

1st April, 2014 to 30th June, 2014 15.04.2014

21.05.2014

27.05.2014

29.05.2014

1st July, 2014 to 30th September, 2014 13.08.2014

16.09.2014

1st October, 2014 to 31st December, 2014 14.10.2014

18.12.2014

1st January, 2015 to 31st March, 2015 14.02.2015

27.03.2015

4. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its Responsibility Statement:

(a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for 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;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

5. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLOSURES MADE BY THE STATUTORY AUDITORS:

The observations made by the auditors in their report and notes to the account referred to in the Auditors Report are self-explanatory. There were no qualifications, reservations or adverse remarks made by the Auditors in their respective reports.

6. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLOSURES MADE BY THE SECRETARIAL AUDITORS:

The Secretarial Auditors have made the following observations in their report for the year ended 31st March, 2015:

1. Except for general delays up to 102 days, the Company has, prima facie, been regular in filing its returns with the Registrar of Companies.

2. The Company has not filed the following resolutions in terms of provisions of sub-section (3) of section 117 read with sub-section (3) of section 179 and other applicable rules made under the Companies Act, 2013:

(i) Resolution for appointment of internal auditor;

(ii) Resolution for considering and adopting its unaudited quarterly financial results;

(iii) Resolution for borrowing funds from banks and others during the financial year;

(iv) Resolution for investing funds of the Company.

3. The Company has not filed the prescribed returns under section 93 of the Companies Act, 2013 in relation to changes in holdings of promoters and top ten shareholders by 2% or more.

4. The Company having shareholders, exceeding 1000 in number, has not provided e-voting facility to its shareholders in terms of rule 20 of the Companies (Management and Administration) Rules, 2014.

5. The Company has not updated its website with regard to various matters which are statutorily required to be placed on the website of the Company.

6. The Company has not issued a postal ballot notice and nor complied with the provisions of section 110 of the Companies Act, 2013 read with rule 22 of the Companies (Management and Administration) Rules, 2014 for the purpose of passing a resolution under clause (a) of sub-section (1) of section 180 of the Companies Act, 2013. However, the said resolution was passed in a duly convened Extra- ordinary General Meeting.

7. The Company has not filed the report of Annual General Meeting as required under section 121 of the Companies Act, 2013 with the Registrar of Companies.

8. The Company, its promoters, directors and other insiders including employees have not made and submitted any disclosures or provided any information as contemplated under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

9. In accordance with the provisions of clause 47A of the listing agreement entered into with the Bombay Stock Exchange Limited, the Company is yet to appoint a Company Secretary as its Compliance Officer.

10. The Company has delayed in submitting the papers, documents, records, statements and information as required in terms of the listing agreement entered into with the Bombay Stock Exchange Limited. The Company has also paid a fine of Rs.19101/- in this regard.

11. With regard to transfer of shares by Non-Resident Indians, we were unable to verify whether the approval of Reserve Bank of India was obtained for such transfers as the documents relating to transfer of shares were not in the possession of the Company and the same were kept with the Registrar & Share Transfer Agents.

Board's Reply to the above observations:

As the members are aware that the Companies Act, 2013 along with various rules and regulations made under the said Act, were made effective from 1st April, 2014. The Board of Directors were busy in both business and also updating and updgrading its records as per Companies Act, 2013. Also the various reporting and procedural formalities under the New Act have been made detailed and the Directors were unable to comply with respect to the above observations.

Your Directors would also like to state that there were no updates from the Ministry of Corporate Affairs regarding the manner in which the various compliances were to be made and periodical returns which were required to be submitted to them under the Act.

Your Board of Directors have now taken note of the above qualifications and are making provisions for complying with the same. Your Directors further assure that they will take all necessary and appropriate steps to make good the above qualifications.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has continued the investments made in other bodies corporate during the financial year. Your Directors would like to draw your attention to the notes to the financial statements which sets out the details of investments made.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. The Company presents a statement of all related party transactions before the Audit Committee of the Company for their approval. During the year, the Company had not entered into any contract/arrangement/ transaction which could be considered as material in nature. Your Directors would like to draw your attention to the notes to the financial statements which sets out related party disclosures.

9. DETAILS OF AMOUNTS TRANSFERRED TO RESERVES:

The Company has transferred a sum of Rs.3090852/- to statutory reserves maintained under the provisions of Reserve Bank of India Act, 1934. The closing balance of such reserve fund as on 31st March, 2015 was Rs.22409613/- 10. DIVIDEND:

In view of requirement of working capital, your directors do not recommend any dividend for the financial year ended 31st March, 2015.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT (01/04/ 2015 to 29/05/2015):

There were no material changes and commitments affecting the financial position of the Company between the period 1st April, 2015 to 29th May, 2015.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and the rules framed there under, the particulars relating to conservation of energy, technology absorption and foreign earnings and outgo is given below:

1) CONSERVATION OF ENERGY:

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

2) TECHNOLOGY ABSORPTION:

The Company has no activity relating to technology absorption.

14. DETAILS OF CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company, during the year 2014-15.

15. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Company's Articles of Association, Shri. SURESH BAFNA (DIN: 00056152), is due to retire by rotation and is eligible for re-appointment.

Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. MAHESH TATED (DIN: 00488121), Directors of your Company, retire by rotation and being eligible, offers themselves for re-appointment. As per the Companies Act, 2013, an Independent Director shall be appointed for a period of five years on a non- rotational basis. Accordingly, Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. MAHESH TATED (DIN: 00488121) being Independent Directors, are proposed to be appointed for a period of five years.

Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) was appointed as an Additional director of the Company during the financial year with effect from 27th March, 2015.

16. EVALUATION OF THE BOARD'S PERFORMANCE:

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board, its Committees and individual Directors was carried out during the year under review. Questionnaire approach was adopted for said evaluations.

The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate exercise for evaluating every Directors performance. The evaluation of Independent Directors was carried out without the presence of that Director. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Some of the key criteria's for performance evaluation were as follows: Performance evaluation of Board and Committees:

1. Degree of fulfillment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management;

6. Establishment and delineation of responsibilities to committees. Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in meetings;

2. display a good degree of understanding of the company, industry, sector, geography;

3. display independence of judgment.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information.

The company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Stakeholders Relationship Committee on various related matters, where Directors have interactive sessions with the Management.

18. SUBSIDIARY:

The Company does not have any subsidiary companies or associate companies or joint ventures.

19. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the 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 disclosures.

20. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year.

21. MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES:

There are no significant and material orders passed by the regulators or courts or tribunals during the year, impacting the going concern status and company's operations in future.

22. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk Management is a structured approach to manage uncertainty. Although the Company does not have a formal risk management policy but a formal enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. Key business risks and their mitigation are also considered in the annual / strategic business plans and in periodic management reviews.

23. DETAILS OF REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements of the Company, during the year 2014-15.

24. SHARES AND SHARE CAPITAL:

a. CAPITAL STRUCTURE:

The Authorized Share Capital of your Company is Rs.55000000/- comprising of 5500000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.35349000/- comprising of 3534900 Equity Shares of Rs.10/- each.

b. BUY-BACK OF SHARES:

The Company has not bought back any of its securities during the year.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year.

d. BONUS SHARES:

No Bonus Shares were issued during the year.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees, during the year.

25. STATUTORY AUDITORS:

M/s. SIROHIA & CO (FRN: 003875S), Chartered Accountants, Chennai retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed. The Company has received confirmation from the firm that their appointment will be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013.

26. SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. MUNDHARA & CO, Company Secretaries in Whole-time Practice, Chennai as the Secretarial Auditor for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company does not have a formal Anti Sexual Harassment policy in place but has adequate measures including checks and corrections in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

- No. of Complaints received : NIL

- No. of Complaints disposed off : NIL

28. RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts and other requirements as per the directions issued from time to time.

29. CORPORATE GOVERNANCE:

Report of Corporate Governance for the year 2014-2015 and Management Discussion and Analysis are forming part of this Annual report.

30. COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee, which comprises of Shri. MAHESH TATED as Chairman and Shri. YUVARAJ A JAIN and Shri. BHUPAT L THAKKAR as the members. More details on the committee are given in the Corporate Governance Report.

31. CERTIFICATE FROM MANAGING DIRECTOR:

A certificate has been obtained from Shri. SURESH BAFNA (DIN: 00056152), Chairman & Managing Director as required under the provision VIII - CEO / CFO Certification of the revised clause 49 of Corporate Governance, which is enclosed and is forming part of this Report.

32. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited. The annual listing fee for the year 2015-2016 has been paid to the Exchange.

33. CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

A certificate from the Statutory Auditors of the Company regarding compliance with the Code of Corporate Governance is forming part of this annual report.

34. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of the provisions of clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

36. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and are annexed as Annexure-2 to this report.

37. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels. Your Directors would like to thank the Banks, Consultants, auditors and above all the shareholders and valued Customers for their continued support and patronage.

For and on behalf of the Board

(SURESH BAFNA) (MAHESH TATED)

Chairman & Managing Director Director

DIN: 00056152 DIN: 00488121

Old No. 22, New No.45, No.10/33,

Mulla Sahib Street, Arumugam Street,

Place: CHENNAI Sowcarpet, Chennai-600 001.

Date : 29.05.2015 Chennai–600 079.

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report and Audited Accounts for the year ended 31st March, 2014. The summarised financial results of the Company are given hereunder:

FINANCIAL RESULTS:

Particulars Year ended 31st Year ended 31st March, 2014 March, 2013 (Rs. in Thousands) (Rs. in Thousands)

Profit before Depreciation & Tax 29346.21 16861.69

Less: Depreciation 1062.44 635.49

Profit Before Taxation 28283.77 16226.20

Less: Provision for Taxation

Current Tax 5000.00 4400.00

Prior Years Adjustment 317.68 42.14

Deferred Tax 0.00 0.00

Profit after tax 22966.09 11784.07

Less: Transfer to Statutory

Reserve 4593.22 2356.81

Net Profit for the year 18372.87 9427.26

Add: Balance Brought Forward from previous year 67459.79 58032.54

Balance carried forward to Balance Sheet 85832.66 67459.79

DIVIDEND:

Since your Board is looking forward to expand the business of the Company and hence your Directors do not recommend any dividend for the year under report.

DEPOSITS:

The Company has not accepted any public deposits during the year.

RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts and other requirements as per the directions issued from time to time.

DIRECTORS:

Shri. YUVARAJ A JAIN, Director of your Company, retires by rotation and being eligible, offers himself for re-appointment. As per the Companies Act, 2013, an Independent Director shall be appointed for a period of five years on a non-rotational basis. Accordingly, Shri. YUVARAJ A JAIN, being an Independent Director is proposed to be appointed for a period of five years.

AUDITORS:

The Auditors of the Company M/s. SIROHIA & CO, (FRN: 003875S) Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The company has received confirmation from the firm that their appointment will be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013.

AUDITORS REPORT:

The observations made in the Auditors'' report are self-explanatory and requires no further explanation.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited. The annual listing fee for the year 2014-2015 has been paid to the Exchange.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

In terms of Section 217(l)(e) of the Companies Act, 1956 and the rules framed thereunder, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

1) . CONSERVATION OF ENERGY:

The consumption of electricity during the year is minimal. The management is taking conscious efforts to conserve the energy.

2) . TECHNOLOGY ABSORPTION:

The Company has no activity relating to technology absorption.

3) . FOREIGN EXCHANGE EARNINGS AND OUTGO:

Outgo = Rs. NIL (Previous Year Rs. NIL)

Earned =Rs. NIL (Previous Year Rs. NIL)

PARTICULARS OF EMPLOYEES:

Particulars of Employees in terms of requirement of section 217(2A) of the Companies Act, 1956 are not given since none of the employees are drawing remuneration more than the limits prescribed under the Act.

CORPORATE GOVERNANCE:

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

The same is annexed with this report. Report of Corporate Governance for the year 2013-2014 and Management Discussion and Analysis are forming part of this Annual report.

COMPLIANCE CERTIFICATE:

Compliance Certificate as required under proviso to sub-section (1) of Section 383A of Companies Act, 1956 is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

1. 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 explanations relating to material departures.

2. That the Directors had 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 of the Company for that period.

3. That the Directors had taken proper and sufficient care for the 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 fraud and other irregularities; and

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities and Clients during the period under review. Your Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all the levels and acknowledge their contribution for its success.

For and on behalf of the Board

(SURESH BAFNA) (MAHESH TATED) Place: Chennai Chairman & Managing Director Director Date: 29-05-2014. DIN: 00488121

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Mar 31, 2012

The Directors have great pleasure in presenting the Eighteenth Annual Report and Audited Accounts for the year ended 31st March, 2012. The summarised financial results of the Company are given hereunder:

FINANCIAL RESULTS:

Particulars Year ended 31st Year ended 31st March 2012 March 2011 (Rs. in Thousands) (Rs. in Thousands)

Profit before Depreciation & Tax 8668.63 40933.30

Less: Depreciation 749.67 645.18

Profit Before Taxation 7918.96 40288.12

Less: Provision for Income Tax 1900.00 1000.00

Add/Less: Prior Years Adjustment (152.94) 64.42

Less: Deferred Tax 0.00 0.00

Profit after tax 6171.90 39223.70

Less: Transfer to Statutory

Reserve 1234.38 7844.74

Net Profit for the year 4937.52 31378.96

Add: Balance Brought Forward from previous year 53095.02 21716.06

Balance carried to Balance Sheet 58032.54 53095.02 DIVIDEND:

Since your Board is looking forward to expand the business of the Company and hence your Directors do not recommend any dividend for the year under report.

DEPOSITS:

The Company has not accepted any public deposits during the year.

RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and doubtful debts and other requirements as per the, directions issued from time to time.

DIRECTORS:

Shri. BHUPAT LTHAKKAR, Director of your Company, retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS:

The Auditors of the Company M/s. SIROHIA & CO, (FRN: 003875S) Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A Certificate under section 224(1B) of the Companies Act, 1956 has been received from them.

AUDITORS REPORT:

The observations made in the Auditors' report are self-explanatory and requires no further explanation.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited. The annual listing fee for the year 2011-2012 has been paid to these Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO;

In terms of Section 217(l)(e) of the Companies Act, 1956 and the rules framed thereunder, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

1. CONSERVATION OF ENERGY:

The consumption of electricity during the year is minimal. The management is taking conscious efforts to conserve the energy.

2. TECHNOLOGY ABSORPTION:

The Company has no activity relating to technology absorption,

PARTICULARS OF EMPLOYEES:

Particulars of Employees in terms of requirement of section 217(2A) of the Companies Act, 1956 are not given since none of the employees is drawing remuneration more than the limits prescribed under the Act.

CORPORATE GOVERNANCE:

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed with this report. Report of Corporate Governance for the year 2011-2012 and Management Discussion and Analysis are forming part of this Annual report.

COMPLIANCE CERTIFICATE:

Compliance Certificate as required under provision to sub-section (1) of Section 383A of Companies Act, 1956 is annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

1. That in the preparation of the Annual accounts, for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities and Clients during the period under review. Your Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all the levels and acknowledge their contribution for its success.

For and on behalf of the Board

Place: Chennai SURESH BAFNA

Date: 28-05-2012. Chairman & Managing Director

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Mar 31, 2010

The Directors have great pleasure in presenting the Sixteenth Annual Report and Audited Accounts for the year ended 31st March, 2010. The summarised financial results of the Company, are given hereunder:

FINANCIAL RESULTS:

Particulars Year ended 31st Year ended 31st March 2010 March 2009 (Rs. in lakhs) (Rs. in lakhs)

Profit before Depreciation & Tax 13255.94 1602.43

Less: Depreciation 543.10 478.93

12712.84 1123.50

Less: Provision for Income Tax 500.00 450.00

Less: Fringe Benefit Tax 0.00 0.60

Less: Income Tax (Previous Year) (80.89) 220.95

Less: Fringe Benefit Tax (Previous year) 11.98 15.42

Profit after tax 12281.75 377.13

Less: Transfer to Statutory

Reserve (Previous year) - 163.47

Less: Transfer to Statutory

Reserve (Current year) 2456.35 75.42

Net Profit for the year 9825.40 138.24

Add: Balance Brought Forward from previous year 11890.66 11752.42

Balance carried to Balance Sheet 21716.06 11890.66

DIVIDEND:

Since your Board is looking forward to expand the business of the Company and hence your Directors do not recommend any dividend for the year under report.

DEPOSITS:

The Company has not accepted any public deposits during the year.

RESERVE BANK OF INDIA REGULATIONS:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting, capital adequacy- ratio, provisions for bad and doubtful debts and other requirements as per the directions issued from time to time.

DIRECTORS:

Shri. YUVAPA3 A JAIN, Director of your Company, retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS:

The Auditors of the Company M/s. SIROHIA & CO, Chartered Accountants, Chennai retire at the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. A Certificate under section 224(1B) of the Companies Act, 1956 has been received from them.

AUDITORS REPORT:

The observations in the Auditors report are self-explanatory and requires no further explanation.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited and Madras Stock Exchange Limited. The annua! listing fee for the year 2009-2010 have been paid to these Exchanges.

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

The Company does not carry on any activity relating to conservation of energy, technology absorption and foreign exchange earnings or outgo.

PARTICULARS OF EMPLOYEES:

Particulars of Employees in terms of requirement of section 217(2A) of the Companies Act, 1956 are not given since none of the employees is drawing more than the limits prescribed under the Act.

CORPORATE GOVERNANCE:

The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed with this report. Report of Corporate Governance for the year 2009-2010 and Management Discussion and Analysis are forming a part of this Annual report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm.

1. 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 explanations relating to materia! departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their greatful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities and Clients during the period under review. Your Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all the level and acknowledge their contribution for its success.

For and on behaif of the Board

Place: Chennai Suresh Bafna

Date: 21-05-2010. Chairman & Managing Director