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Directors Report of Money Masters Leasing & Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. FINANCIAL RESULTS:

Particulars (Standalone) (Amount in INR/lakhs)

2014-15 2013-14

Total Income 237.85 204.21

Total Expenditure 203.35 178.29

Profit before exceptional items and Tax 34.49 25.92

Less: Exceptional Items - -

Profit before Tax 34.49 25.92

Less: Provision for Tax 9.85 15.79

Profit after Tax 24.64 10.13

Balance brought forward from previous year 6.74 7.71

Balance carried to the Balance Sheet 31.38 17.84

2. DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not declared any dividend for the current financial year.

3. RESERVES:

There are no amounts transferred to Reserves during the year under review. However credit balance of Profit and Loss Account is transferred to Reserves and Surplus in Balance Sheet.

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:

The company during the year sanctioned and disbursed HP loans to 230 auto rickshaws amounting to Rs. 397 lacs and other Hire purchase loans against computers, Equipment, Machinery etc to a tune of Rs. 546 lacs. Hence maintaining a very satisfactory ratio of Hire purchase activity to its total assets way above the RBI norm of 60%.

As resolved in December 2011 the company did not accept any Public Deposit and repaid deposits due during the year. Amounting to Rs 72.65 lacs. The Company also maintained a very satisfactory CRAR of 51.87% minimum required as per the norm is 15%.

5. PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were Rs. 23,784,695/- as against Rs. 20,420,750/- in the previous year. The Profit after tax is Rs. 2,464,467/- as against Rs. 1,013,561/- in the previous year.

6. SNAPSHOT OF PERFORMANCE:

(Amount in INR/lakhs)

Particulars 2014-2015 2013-2014

Deposits and interest payable 147 224

Corporate Deposits 52.73 -

Asset Financing and interest receivable 1611.50 1310.36

Your Company has consolidated its Deposits and Asset financing base during the year. The Total Income has gone up from Rs. 20,420,750/- to Rs. 23,784,695/-.

Gross and Net Non-Performing Advances have been Rs. 81.75 lacs and Rs. 56.73 lacs in FY 2014-15. In percentage terms Gross NPAs are now at 4.02 % and Net NPAs are at 2.79 % of total assets. Provision for NPA has been done in accordance to the norm.

7. APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations Amount in INR/lakhs)

Provision for Income tax 9.85 lacs

Preference Share dividend and Dividend Distribution 20.67 lacs tax

Transfer to Reserves Fund 45IC 4.93 lacs

8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

a) in the preparation of the annual accounts, 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; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

11. SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2015 was Rs. 7,49,42,000/- comprising 44,94,200 Equity Shares of Rs. 10/- each and 30,00,000 7% CCR Preference Shares of Rs.10/- each.

During the year under review, the Company raised funds through issue and allotment of 633,800; 7% CCR Preference Shares of Rs.10/- each at par. These Equity Shares ranks paripassu in all respect with the existing Equity Shares of the Company.

12. CAPITAL ADEQUACY RATIO:

Your Company's total Capital fund to Risk weigh Assets Ratio (CRAR) as on March 31, 2015 stood at 51.87%. (Minimum required by RBI norms 15%).

13. NETWORTH:

Net worth of Company as at March 31, 2015 was Rs. 918.39 lacs comprising of Equity Shares, Preference Shares, Reserves and Share Premium.

14. DEPOSITS:

The average cost of deposits was 11 % pa. The Company maintained the limit of acceptance of deposit to 1.5 times of its Net owned funds as per the norms. It has stopped accepting public deposits since December 2011.

15. ASSET FINANCING:

The average yield on Advances was 16 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

16. INVESMENTS:

The Company had an Investment portfolio of Rs. 72 lacs as on 31.03.2015 of which Rs. 72 lacs were investments in GOI and State Government bonds out of which SLR was maintained at 15% of its Public Deposits.

17. KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank's Association) guidelines.

18. HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

19. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 52 of the SME Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement and Money Masters Corporate Governance norms. The Company is in compliance with the provisions on Corporate Governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. Meena N. Shetty & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in Clause 52 of the SME Listing agreement has been annexed with the report.

23. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up headed by Ms. Anjum Syed to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Hozef Darukhanawala, Managing Director of your Company was re-appointed for a period of 3 (three) years commencing from October 01,2013 to September 30, 2016 by the shareholders of the Company at 18th AGM of your Company held on September 30, 2014.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Nathmal Gokuldas Lohia (DIN 00177112) and Ms. Sadhana Nathmal Lohia (DIN 00177146) were appointed as Independent Directors on the Board of Directors of your Company at 18th AGM of your Company held on September 30, 2014 to hold office upto 5 (five) consecutive years.

Ms. Tasneem Lakdawala was appointed as Chief Financial Officer of the Company w.e.f. March 20, 2015.

Mrs. Duraiya Hozef Darukhnwala (DIN: 00177073), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board has recommended his re-appointment.

25. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 52 of the SME Listing Agreement with the Stock Exchanges.

26. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

27. BOARD AND BOARD COMMITTEES:

The details of Board Meetings held during the year, attendance of the directors at the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

28. MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

The details of remuneration paid to the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans or given guarantees or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

31. RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

* Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

* Technology Absorption: company working in such business segment which does not require to to take steps for Technology Absorption.

* Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

34. STATUTORY AUDITORS:

The Statutory Auditors M/s. Meena N. Shetty & Co., Chartered Accountants, Mumbai, having Firm Registration No. 106130W holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Meena N. Shetty & Co., Statutory Auditors during FY 2015-16 will be in the best interests of the Company and therefore Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the Twentieth AGM of the Company to be held in the year 2016 at remuneration as may be decided by the Board.

35. AUDITORS' OBSERVATION & REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

36. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as "Annexure B".

Board's Reply of the comments in the Secretarial Audit Report:

The Company has not appointed internal The Company will finalize the auditor for the financial year under said appointment in the current review. financial year 2015-2016.

The Company has allotted 7% Redeemable Due to administrative reasons preference shares on preferential basis and beyond the control at the in thefinancial year under review in time of the allotment the which the following discrepancies have company inadvertently oversight been observed: certain provision of the said section and rules.

a. The disclosures stipulated to be made in the resolution and explanatory statement under Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 are not complied properly.

b. Preferential allotment rules under Sec 62(1)(c) have not been complied.

The Company has re-appointed Managing The non-filing of relevant Director, but has not filed form was not intentional Form MR-1 for the the same is being filed. appointment.

The website of the Company is not The The Company is in process of updated. website does not have details updating the website and will of financial data, policies as update the details as required required under Clause 33, 34 and 43 under SME Listing Agreements. of the SME Listing Agreements.

The Composition of the Board is not in The Board has taken on record consonance with Sec 152 (6) & (7) of the observation made by Secretarial Companies Act, 2013. Auditor and will take the necessary action.

37. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report.

38. ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of Money Masters Leasing & Finance Limited

Sd/- Sd/- Place: Mumbai Hozef Darukhanawala Nathmal Lohia Date: August 26, 2015 Managing Director Director








Mar 31, 2014

Dear Members,

The directors are pleased to present the 18th Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Amount in)

"FINANCIAL RESULTS 2013-2014 2012-2013

Revenue from operations 20,420,750 15,045,789

Less: Operational & Other expenses 17,397,268 11,499,044

Profit/(Loss) before Depreciation 3,023,482 3,546,745

Less: Depreciation and amortization 431,342 621,674

Profit/(Loss) after depreciation and amortization 2,592,140 2,925,071

Add/( Less ) Prior Period Adjustment - -

Profit/ (Loss) Before Taxation 2,592,140 2,925,071

Less: Provision for Tax 1,578,579 1,246,102

~Net Profit After Tax 1,013,561 1,678,970

PERFORMANCE REVIEW:

The Company is engaged in the business of hire-purchase finance. The net receipts from Operations during the year under review were Rs. 20,420,750/- as against Rs. 15,045,789/- in the previous year. The profit/ (Loss) after tax is Rs. 1,013,561 as against Rs. 1,678,970 in the previous year.

SNAPSHOT OF PERFORMANCE: (Amount in)

Particulars 2013-2014 2012-2013

Deposits and interest payable 22496421 42,566,464

Corporate Deposits - 3,489,828

Asset Financing and interest receivable 131,036,917 100,797,390

Your Company has consolidated its Deposits and Asset financing base during the year. The Total Income has gone up from Rs. 15,045,789/- to Rs. 20,420,750/-.

Gross and Net Non-Performing Advances have been Rs. 47.63 lacs and Rs. 20.62 lacs in FY 2013-14. In percentage terms Gross NPAs are now at 2.67% and Net NPAs are at 1.15% of total assets.

Provision for NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been effected as under

Appropriations Amount in

Provision for Income tax 1,578,579

Preference Share dividend and Dividend Distribution tax 2,055,587

Transfer to Reserves Fund 45IC 202,712

TRANSFER TO RESERVES:

In the absence of adequate profits, no amount was transferred to Reserves.

DIVIDEND:

Due to inadequacy of profits during the year under review, your Directors do not recommend any dividend for the financial year 2013-2014.

SHARE CAPITAL:

As on 31st March, 2014, the paid up share capital of the Company is Rs. 34,01,28,000/- divided into 3,40,12,800 equity shares of Rs. 10/- each.

CAPITAL ADEQUACY RATIO:

Your Company''s total Capital Adequacy Ratio (CAR) as on March 31, 2014 stood at 55.36%. NETWORTH:

Networth of Company as at March 31, 2014 was Rs. 836.55 lacs comprising of Equity Shares, Preference Shares, Reserves and Share Premium.

DEPOSITS:

The average cost of deposits was 11 % pa. The Company maintained the limit of acceptance of deposit to 1.5 times of its Net owned funds as per the norms.

ASSET FINANCING:

The average yield on Advances was 16 % pa. The Company maintained the norm of the limit of Asset financing at 60% of Total Assets.

INVESMENTS:

The Company had an Investment portfolio of Rs. 82.07 lacs as on 31.03.2014 of which Rs. 75 lacs were investments in GOI and State Government bonds out of which SLR was maintained at 15% of its Public Deposits.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank''s Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

BOARD OF DIRECTORS:

Mrs. Duraiya Hozef Darukhnwala, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he has offered herself for re-appointment. Your Board has recommended her re-appointment.

Mr. Hozef Darukhanawala continues to be Managing Director on the Board of the Company.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliances with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Nathmal Lohia and Ms. Sadhana Lohia as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Members are requested to refer to the notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

LISTING ON SME PLATFORM:

Your Directors are pleased to inform you that the Company''s securities have now been listed on the SME Platform of BSE Limited on August 12, 2013 and the Company has paid listing fee to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFER:

During the year your Company raised 200.40 Lacs by way of initial public offer by issue of 13,36,000 Equity Shares of Rs. 10/- each at a price of Rs. 15/- per Equity Shares. The Shares of your Company are listed on SME Platform of BSE Listed.

Post Completion of initial public offer (IPO) of shares, your Company has fully spent / utilized the proceeds of the funds raised under IPO as per the objects of the issue.

UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER:

PROCEEDS OF INITIAL PUBLIC OFFER _ _ In lacs)

Objects of the Initial Public Offer Proposed Actual Utilisation

Utilisation of Initial of Initial Public Public Offer Offer 2013-2014

Proceeds

To augment our capital base and provide for our fund 155.40 155.40 requirements for increasing our Asset Finance Operations

Expenses of the issue 45 45

200.40 200.40

AUDITORS AND AUDITORS’ REPORT:

The Statutory Auditors M/s. Meena N. Shetty., Chartered Accountants, Mumbai, having Firm Registration No 106130W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Meena N. Shetty., Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the next AGM of the Company at remuneration as may be decided by the Board.

The observations and comments given in the Auditors'' Report read with notes to accounts are self explanatory and do not require further explanation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a “going concern” basis.

SUBSIDIARIES:

The Company does not have any subsidiary Company within the meaning of Section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Report on Corporate Governance alongwith the Practicing Company Secretary Certificate regarding compliance of the conditions of corporate governance pursuant to Clause 52 of the Listing Agreement (BSE-SME) is annexed hereto and forms part of the Annual Report.

• Disclosure under Section 197 with reference to Section II of Schedule V of the Companies Act, 2013

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

-- The Company is giving remuneration to only Mr. Hozef Darukhanawala, details of which are given in explanatory statement of Item No. 6 of Notice of Annual General Meeting.

(ii) details of fixed component and performance linked incentives along with the performance criteria;

-- N.A

(iii) service contracts, notice period, severance fees;

-- N.A

(iv) stock option details, if any, and whether the same has been issue at a discount as well as the period over which accrued and over which exercisable.

-- N.A

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company''s website.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the clause 52 of the Listing Agreement (BSE- SME) is annexed hereto and forms part of the Annual Report.

APPRECIATION:

The Board of Directors of the Company places on record its appreciation for the continued support and patronage received from its customers, shareholders and well wishers.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors

Sd/- Place: Mumbai Hozef Darukhanawala Date: September 01,2014 Managing Director

 
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