Directors Report of Nalin Lease Finance Ltd.

Mar 31, 2015

Dear Members,

The directors hereby present their 24th Annual report on the business and operations of the Company and the Audited financial accounts for the Year ended 31st March, 2015.

1. HIGHLIGHTS OF PERFORMANCE :

The income of the company has been diminished from Rs. 315.94 to Rs. 297.92. (In Lacs)

2. FINANCIAL RESULTS:

Sr Particulars 2014-2015 2013-2014 No.

1 Net Total Income 297.92 315.94

2 Less: Operating and Admin. Exps 178.09 214.82

3 Profit before depreciation and Taxes 119.83 101.12

4 Less: Depreciation 14.71 4.36

5 Less: Extraordinary/Exceptional Items 0.00 3.41

6 Profit before Tax (PBT) 105.12 93.35

7 Less: Taxes (including deferred tax and fringe benefit tax) 30.00 28.00

8 Profit after Tax (PAT) 75.12 65.35

9 Balance brought forward from previous period 10.59 8.31

10 Less:

1. General Reserve 60.00 50.00

2. Compulsory Reserve 15.02 13.07

11 Net profit carried to Balance Sheet 10.69 10.59

3. DIVIDEND:

No divined is being recommended by the Directors for the year ending 2015. As there is no profit/ the Board of Directors wants to plough back the profit in the business.

4. FIXED DEPOSITS:

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

* Public Deposits held by the Company as on 31-03-2015 Rs. NIL.

* Matured but not Claimed / Unpaid Public Deposits as on 31-03-2015:- NIL.

5. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "ANNEXURE -A".

6. BOARD MEETINGS HELD DURING THE YEAR:

SR Date on which board Total Strength of No of Directors NO. Meetings were held the Board Present

1 15/04/2014 5 5

2 20/05/2014 5 5

3 10/06/2014 5 5

4 15/07/2014 5 5

5 15/10/2014 5 5

6 13/01/2015 5 5

Attendance of Directors at Board meetings:

Attendance at the Board meetings Held on

Name of Directors 15/04/14 20/05/14 10/6/2014

Narendrakumar Dalsukhdas Shah Yes Yes Yes

Dilipkumar Nalinkant Gandhi Yes Yes Yes

Harsh Dilipkumar Gandhi Yes Yes Yes

Pallaviben Dilipkumar Gandhi Yes Yes Yes

Navinchandra Chandulal Soni Yes Yes Yes

Name of Directors 15/7/14 15/10/14 13/01/15

Narendrakumar Dalsukhdas Shah Yes Yes Yes

Dilipkumar Nalinkant Gandhi Yes Yes Yes

Harsh Dilipkumar Gandhi Yes Yes Yes

Pallaviben Dilipkumar Gandhi Yes Yes Yes

Navinchandra Chandulal Soni Yes Yes Yes

7. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

Whether subsidiary, Date on which Date on which Sr Name of the Joint ventures or become ceased No. entity associate companies

1 N.A. N.A. N.A. N.A.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

* In terms of the Articles of Association of the Company and pursuant to section 152 of the Companies Act, 2013, Mrs. Pallavi Dilipkumar Gandhi (DIN: 00339639) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appoint- ment.

* During the Year under review, the Board of Directors approved the appointments of Mr. Samirkumar Kantilal Shah (DIN-07215030) as an Additional Director of the Company w.e.f. 15th April, 2015 under Section 161 of Companies Act, 2013 who hold the office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his appointment as Director. The Board of Directors recommends his appointment.

* During the Year under review, pursuant to the provision of section 203 of Companies Act, 2013, the Board of Directors approved the appointments of Mr. Nikulkumar Kantibhai Patel as a Chief Financial officer (KMP) of the Company w.e.f 1st May, 2015.

* During the Year under review, pursuant to the provision of section 203 of Companies Act, 2013, the Board of Directors approved the appointments of Mr. Swati Ajay Shah as a Company Secre- tary (KMP) of the Company w.e.f 4th June, 2014.

* The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-sec- tion (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agree- ment with the Stock Exchanges.

* Details of remuneration of directors have been provided in the Corporate Governance Report.

9. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT 2013:

Remuneration paid to Directors Disclusure in the Corporate Governance Report.

10. AUDITORS:

* STATUTORY AUDITORS:-

M/s. DEEPAK R. SONI & Co., Chartered Accountants, Auditors of the Company needs to be rati- fied at the annual general meeting and being eligible offers themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR:-

Amrish N Gandhi of Amrish Gandhi & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as ''ANNEXURE -B'' to the Board''s report

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

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Compa- nies Act, 2013 are not applicable to the Company.

12. AUDIT COMMITTEE:

The composition and the functions of the Audit Committee of the Board of Directors of the Com- pany are disclosed in the Report on Corporate Governance, which is forming a part of this report.

13. CORPORATE GOVERNANCE:

Corporate Governance Report which as stipulated under the Listing Agreement entered into with the Stock Exchanges forms part of this Directors'' Report.

14. CEO/CFO CERTIFICATION:

The Chairman and Managing Director, Chief Financial Officer have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report.

15. PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

As per AOC-2 attached with this report as ''ANNEXURE -C''

16. RESERVES:

The company has proposed to transfer Rs. 60 Lacs of profit to the General Reserve/ Capital Re- demption Reserve or any other reserve for this year.

17. ENERGY CONSERVATION. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of Energy:

Your company is serious in conserving energy by reducing consumption of power by implementing closed monitoring over plan running and adequate maintenance of electric components of plants and other machinery. Company has not made any capital investment or not taken any other steps for conservation of energy or the clause is not applicable.

B) Technology absorption:

Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments.

C) Foreign Exchange earnings and outgo:

Foreign Exchange inflow (Rs.): NIL Foreign Exchange outflow (Rs.): NIL

18. RISK MANAGEMENT:

A. Risk Management Committee

The Company has not constituted any risk management committee. However the Board as and when required reviews the Risk Management Policy.

B. Major risks affecting the existence of the company

Business Risk

* Operating Environment * Ownership Structure * Competitive position * Management, Systems and Strategy, governance structure

Financial Risk

* Asset Quality * Liquidity * Profitability * Capital Adequacy

C. Steps taken to mitigate the risks:

Company has not framed any formal risk management policy. However Board of directors are con- stantly trying to avoid the risks by way of planning, developing strategies to remain in the market, reviewing government policies and procedures, and doing marketing activities to remain in the market.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This clause is not applicable.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

A) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

C) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D) That the annual financial statements have been prepared on a going concern basis.

E) That proper internal financial control was in place and that the financial controls were ad- equate and were operating effectively.

F) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

21. THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year under review.

22. REGULATORY GUIDELINES:

There being no non-performing assets, no provision is made for the year. Company has fully com- plied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classifica- tion etc. During the year as required by NBFC prudential norms (Reserve Bank) directions, 2007 company has made a general provision @ 0. 25% amounting to Rs. 176022/- on outstanding stan- dard assets

23. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provi- sions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Ap- pointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure - D" to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2014-15.

24. ACKNOWLEDGMENT

Your Directors would like to put on record their grateful appreciation for the assistance and coop- eration received from the Bankers of the Company, valued Customers of the Company, Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices. Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

Registered Office:- BY ORDER OF THE BOARD OF DIRECTORS Ground Floor, FOR, NALIN LEASE FINANCE LTD. Gandhi Nursing Home Bldg, Dr. Nalinkant Gandhi Road, Himatnagar - 383001. CIN:- L65910GJ1990PLC014516 DILIPKUMAR NALINKANT GANDHI Managing Director Date: 15/05/2015 DIN : 00339595 Place : Himatnagar.

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Mar 31, 2013

To , The Members, of Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 22nd Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

2011-2012 2012-2013

Gross Profit (PBDT) 83.53 96.36

Less:-Depreciation 3.93 4.17

Profit Before Tax (PBT) 79.60 92.18

Less:-Provision for Taxation & FBT 26.40 27.76

Net Profit (PAT) 53.20 64.18

Add: Balance in Profit & Loss A/C. 4.43 6.97

Balance Available for Appropriation 57.63 71.15

Appropriations:

Reserves 50.65 62.84

Balance carried to Balance Sheet 6.97 8.31

Despite of adverse situation and also competition, your Directors have, by making continuous sincere efforts maintained its advances portfolio in auto two wheelers in the area of its operation. .

DIVIDEND

The Directors do not recommanded dividend for the year 2012 - 2013 with a view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Navinchandra C. Soni - Director of the Company, retires by rotation pursuant to Article No.125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2013 Rs. 281.40 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2013:- NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deeepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully com- plied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classifica- tion etc. During the year as required by NBFC prudential norms (Reserve Bank ) directions,2007 company has made a general provision @ 0. 25% amounting to Rs. 187,015/- on outstanding stan- dard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your director''s state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

2. That your 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 profits of the company for that period,

3. That your directors have 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corporate Governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance” is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co- operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and vari- ous other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company. For and on behalf of the Board of Directors

Place : Himatnagar (N. D. SHAH)

Dated:- 25.05.2013 CHAIRMAN

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Mar 31, 2012

To, The Members of Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 21st Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

2011-2012 2010-2011

Gross Profit (PBDT) 83.53 68.82

Less:-Depreciation 3.93 3.60

Profit Before Tax (PBT) 79.60 65.22

Less:-Provision for Taxation & FBT 26.40 20.75

Net Profit (PAT) 53.20 44.47

Add: Balance in Profit & Loss A/C. 4.43 3.86

Balance Available for Appropriation 57.63 48.33

Appropriations:

Reserves 50.65 43.90

Balance carried to Balance Sheet 6.97 4.43

Despite of adverse situation and also competition, your Directors have, by making continuous sincere efforts maintained its advances portfolio in auto two wheelers in the area of its operation. .

DIVIDEND

Dividend Not recommanded for the year 2011-12 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Narendrakumar D. Shah - Director of the Company, retires by rotation pursuant to Article No.125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2012 Rs. 345.11 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2011:- NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classification etc. During the year as required by NBFC prudential norms (Reserve Bank ) directions,2007 company has made a general provision @ 0. 25% amounting to Rs. 191,600/- on outstanding standard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your director's state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

2. That your 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 profits of the company for that period,

3. That your directors have 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corporate Governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

Place : Himatnagar

Dated:- 01.06.2012 (N. D. SHAH)

CHAIRMAN

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Mar 31, 2011

The Members, Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 20th Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

2010-2011 2009-2010

Gross Profit (PBDT) 68.82 55.18

Less:-Depreciation 03.60 03.02

Profit Before Tax (PBT) 65.22 52.16

Less:-Provision for Taxation & FBT 20.75 16.37

Net Profit (PAT) 44.47 36.01

Add: Balance in Profit & Loss A/C. 03.86 00.27

Balance Available for Appropriation 48.33 36.06

Appropriations:

Reserves 43.90 32.20

Balance carried to Balance Sheet 04.43 03.86

Your Directors have successfully maintained its advances portfolio in auto two wheelers in the area of its operation. Company has also expanded its area of operation and achieved better turnover.

DIVIDEND

The Directors do not recommend dividend for the year 2010-2011 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Navinchandra Chandulal Soni - Director of the Company, retires by rotation pursuant to Article No. 125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has Complied with various Guidelines issued by Reserve Bank Of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2011 Rs. 362.25 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2011 :-NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India . The Company has also complied with the Directions issued by Reserve Bank Of India regarding Capital Ad- equacy, Assets classification etc. During the year as required by NBFC prudential norms (Re- serve Bank) directions, 2007 company has made a general provision @ 0.25% amounting to Rs. 2,01,600/-on outstanding standard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

2. That your 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 profits of the company for that period,

3. That your directors have 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corparate Governance pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

N.D.SHAH CHAIRMAN

Place : HIMMATNAGAR DATED : 15th June 2011.

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Mar 31, 2010

The Directors have pleasure in presenting to you the 19th Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

2009-2010 2008-2009

Gross Profit (PBDT) 55.40 49.14

Less:-Depreciation 03.02 2.88

Profit Before Tax (PBT) 52.38 46.26

Less:-Provision for Taxation &FBT 16.37 15.78

Net Profit (PAT) 36.01 30.48

Add: Balance in Profit & Loss A/C. 00.27 0.89

Balance Available for Appropriation 36.28 31.37

Appropriations:

Reserves 32.20 31.20

Balance carried to Balance Sheet 03.86 0.27

Your Directors have successfully maintained its advances portfolio in auto two wheelers in the area of its operation. Company has also expanded its area of operation and achieved better turnover.

DIVIDEND

The Directors regret their inability to recommend dividend for the year 2009-2010 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Narendrakumar D. Shah - Director of the Company, retires by rotation pursuant to Article No. 125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors has appointed Shri Navinchandra Chandulal Soni as an additional director with effect from 01.08.2010. He will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Notices under Section 257 of the Companies Act, 1956, have been received by the Company from members signifying their intention to propose the candidature of Shri Navinchandra Chandulal Soni as a Director of the Company.

Shri Harsh Dilipkumar Gandhi was appointed as an additional director of the Company, designated as a Whole time director of a company with effect from 01.08.2010. He will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Notices under Section 257 of the Companies Act, 1956, have been received by the Company from members signifying their intention to propose the candidature of Shri Harsh Dilipkumar Gandhi as a Director of the Company. His appointment as Whole time director of the Company with effect from 01.08.2010, is subject to the approval of the members of the forthcoming Nineteenth Annual General Meeting.

Shri Dilipkumar Nalinkant Gandhi, Managing Director of the Company re-appointed as the Managing Director of the Company in the meeting of Board of Directors held on 09 July, 2010 for a period of five years with effect from 01.08.2010, subject to the approval of members at the forthcoming Nineteenth Annual General Meeting.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has Complied with various Guidelines issued by Reserve Bank Of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2010 Rs. 379.89 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2010 :-NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1 )(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India . The Company has also complied with the Directions issued by Reserve Bank Of India regarding Capital Adequacy, Assets classification etc.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

2. That your 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 profits of the company for that period,

3. That your directors have 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corparate Governance

pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

Place : HIMMATNAGAR N.D.SHAH

DATED:- 17th June 2010. CHAIRMAN