Directors Report of Savani Financials Ltd.

Mar 31, 2013

The Members of SAVANI FINANCIALS LIMITED

1. The Directors herewith present the Twenty Ninth Annual Report of your Company together with the Audited Accounts for the financial year 2012-2013

2. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31st March, 2013 31st March, 2012

Gross ProfitV(Loss) after interest but before depreciation, taxation and exceptional item 7.98 (0.26)

Depreciation

Net Profit /(Loss) before tax 7.98 (0.26)

Less : Income Tax 1.46

Net Profit/(Loss) 6.52 (0.26)

Add : Balance brought forward (576.81) (576.55)

Balance Carried Forward (570.29) (576.81)

3. TRANSFER TO RESERVES

The management has decided to plough back the profits earned during the year back into the company.

4. DIVIDEND In view of accumulated losses your Directors do not propose any dividend for the year ended 31s1 March, 2013.

5. OPERATIONS

During the year, the Company continued with thrust on recoveries, cost efficiency, and loss monitoring and recovered Rs.0.10 lacs (as against Rs.0.30 lacs) towards compensation for legal settlements. Further during the year, the Company has earned interest income on its investments aggregating to Rs. 12.09 lacs (as against Rs. 3.61 lacs). The Company has registered net profit after tax of Rs. 6.52 lacs as against net loss after tax of Rs.0.26 lacs in the previous year. The management is looking for the opportunity in the sectors to identify the niche segments in which the Company can look for the better business possibility. The management is also exploring possibility of identifying new business opportunity to augment its resources.

6. DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

7. SUBSIDIARY COMPANIES

The Company does not have a subsidiary. Hence the provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company for the year under review.

8. SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report pursuant to the provisions of Section 383A (1) issued by a Company Secretary in whole-time practice is enclosed herewith.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, it is hereby confirmed :

(i) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable to the Company''s operations with proper explanations relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for that year.

(iii) That the Directors have 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to your Company since it is engaged in the business of financial services. The Company had no foreign exchange earnings and outgo during the year.

11. RESPONSE OF THE DIRECTORS TO THE REMARKS MADE IN THE AUDITORS REPORT

With regard to point no. vii to the Auditors report, the Directors wish to state that internal control procedures are adequate considering the size and nature of its business.

12. PARTICULARS OF EMPLOYEES

The Company has no employees falling under the purview of Section 217(2A) of the Companies Act, 1956, during the current financial year.

13. DIRECTORS

There is no change in the Board of Directors for the year under review. Smt Deepa Tracy retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment.

14. CORPORATE GOVERNANCE

A Separate report on Corporate Governance along with the Auditors certificate of its compliance is given in a separate annexure.

15. AUDITORS

M/s. P. P. Bhandari and Company, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Auditors comments are duly explained in the Notes on Account and do not call for any further comments.

16. ACKNOWLEDGMENT

Your Company is grateful to the Bankers for their co-operation and assistance and the customers for their patronage.

For and on behalf of the Board

Deepa Tracy

Director

Place : Mumbai

Date : 27th May, 2013

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Mar 31, 2012

To The Members of SAVANI FINANCIALS LIMITED

1. The Directors herewith presents the Twenty Eight Annual Report of our Company together with the Audited Accounts for the financial year 2011-2012

2. FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31st March, 2012 31st March, 2011 Gross Profit/(Loss) after interest but before depreciation, taxation and exceptional item (0.26) 9.49

Depreciation - 0.10

Net Profit before exceptional items (0.26) 9.39

Add: Exceptional Item - Profit on Sale of Premises - 24.06

Net profit before tax (0.26) 33.45

Less : Income Tax - -

Net Profit (0.26) 33.45

Add: Balance brought forward (576.55) (610.00)

Balance Carried Forward (576.81) (576.55)

3. TRANSFER TO RESERVES

The losses incurred during the year have been transferred to the Balance sheet.

4. DIVIDEND

In view of accumulated losses your Directors are unable to recommend a dividend for the year ended 31st March, 2012.

5. OPERATIONS

During the year, the Company continued with thrust on recoveries, cost efficiency, and loss monitoring and recovered Rs. 0.30 lacs (as against Rs. 14.10 lacs) towards compensation for legal settlements. Further during the year, the Company has earned interest income on its investments aggregating to Rs. 3.61 lacs. The Company has registered net loss after tax of Rs. 0.26 lacs as against net profit of 33.45 lacs in the previous year. The management is looking for the opportunity in the sectors to identify the niche segments in which the Company can look for the better business possibility. The management is also exploring possibility of identifying new business opportunity to augment its resources.

6. CHANGE IN THE MANAGEMENT AND CONTROL OF THE COMPANY

In terms of the Public Announcement dated 21st October, 2011 and pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("SEBI Regulations"), the Acquirers viz. Mrs. Deepa Tracy and Mr. Manish Chaudhari have acquired 17,19,590 (42.99%) of the equity shares which was originally held by the erstwhile promoters of the Company and 3,71,460 (9.29%) equity shares, which were tendered by the other shareholders of the Company in the Open Offer.

Consequent to the above transfers of Equity shares in the Company, as approved by the Board of Directors in the meeting held on 11th May, 2012, the Acquirers now hold 20,91,050 (52.28%) equity shares in the Company. Further, consequent to the above transfers of Equity Shares in favour of Mrs. Deepa Tracy and Mr. Manish Chaudhari, the day to day operations and management of the Company is now vested with the above new promoters.

7. DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

8. SUBSIDIARY COMPANIES

The Company does not have a subsidiary. Hence the provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company for the year under review.

9. SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report pursuant to the provisions of Section 383A (1) issued by a Company Secretary in whole-time practice is enclosed herewith.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, it is hereby confirmed :

(i) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable to the Company's operations with proper explanations relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the Company for that year.

(iii) That the Directors have 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31a March, 2012 on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to your Company since it is engaged in the business of financial services. The Company had no foreign exchange earnings and outgo during the year.

11. RESPONSE OF THE DIRECTORS TO THE REMARKS MADE IN THE AUDITORS REPORT

With regard to point no. vii to the Auditors report, the Directors wish to state that internal control procedures are adequate considering the size and nature of its business.

12. PARTICULARS OF EMPLOYEES

The Company has no employees during the Current Financial Year.

13. DIRECTORS

Smt. Deepa Tracy, Shri. Manish J.Chaudhari and Shri. Suresh Mhatre joined the Board on 11th May 2012.

Shri. Nayant M. Savani, Shri. Rasiklal V. Savani and Shri. Manoj Kumar Shah stepped down from the Board on 11th May 2012.

The Board wishes to place on record their sincere appreciation for the contribution made by Shri. Nayant M.Savani, Shri. Rasiklal V. Savani and Shri. Manoj Kumar Shah for the growth and development of the company.

Shri Samir R. Mehta retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

14. CORPORATE GOVERNANCE

A Separate report on Corporate Governance along with the Auditors certificate of its compliance is given in a separate Annexure.

15. AUDITORS

M/s. P. P. Bhandari and Company, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Auditors comments are duly explained in the Notes on Account and do not call for any further comments.

16. ACKNOWLEDGMENT

Your Company is grateful to the Bankers for their co-operation and assistance and the customers for their patronage.

For and on behalf of the Board

Deepa Tracy Director

Place : Mumbai Date : 29th May, 2012

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Mar 31, 2011

The Members

SAVANI FINANCIALS LIMITED

1.The Directors herewith presents the Twenty Seventh Annual Report of our Company together with the Audited Accounts for the financial year 2010 - 2011.

2. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31st March, 2011 31st March, 2010

Gross Profit/(Loss) after interest but before 9.49 4.31 bad debts, prudential provisions, depreciation, taxation and exceptional item - - Less : Prudential Provisions (as per RBI Guidelines) Bad Debts - -

Depreciation 0.10 0.14

Net Profit before exceptional items 9.39 4.17

Add : Exceptional item - Profit on sale of premises 24.06 -

Net Profit before tax 33.45 4.17

Add : Income Tax refunds of earlier years - 14.87

Net profit 33.45 19.04

Add: Balance brought forward (610.00) (629.04)

Balance Carried Forward (576.55) (610.00)

3. TRANSFER TO RESERVES

The profits earned during the year have been utilized to absorb the accumulated losses. Hence the Board does not propose to transfer any amount to the reserves.

4. DIVIDEND

In view of accumulated losses your Directors are unable to recommend a dividend for the year ended 31s1 March, 2011.

5. OPERATIONS

During the year, the Company continued with thrust on recoveries, cost efficiency, and loss monitoring and recovered Rs.14.10 lacs towards compensation for legal settlements. Further during the year, the Company has also disposed off all its long term defunct investments and also non-revenue generating premises and encashed amount aggregating to Rs. 24.60 lacs. Accordingly , the Company has registered net profit after tax of Rs. 33.45 lacs as against net profit of 19.04 lacs in the previous year. The management is looking for the opportunity in the sectors to identify the niche segments in which the Company can look for the better business possibility. The management is also exploring possibility of identifying new business opportunity to augment its resources.

6. DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

7. SUBSIDIARY COMPANIES

The Company does not have a subsidiary. Hence the provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company for the year under review.

8. SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report pursuant to the provisions of Section 383A (1) issued by a Company Secretary in whole-time practice is enclosed herewith.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, it is hereby confirmed :

(i) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable to the Company's operations with proper explanations relating to material departures, if any.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the Company for that year.

(iii) That the Directors have 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to your Company since it is engaged in the business of financial services. The Company had no foreign exchange earnings and outgo during the year.

11. RESPONSE OF THE DIRECTORS TO THE REMARKS MADE IN THE AUDITORS REPORT

With regard to point no. vii to the Auditors report, the Directors wish to state that internal control procedures are adequate considering the size and nature of its business.

12. PARTICULARS OF EMPLOYEES

The Company has no employees during the Current Financial Year.

13. DIRECTORS

Shri Nayant M. Savani retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

14. CORPORATE GOVERNANCE

A Separate report on Corporate Governance along with the Auditors certificate of its compliance is given in a separate annexure.

15. AUDITORS

M/s. P. P. Bhandari and Company, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Auditors comments are duly explained in the Notes on Account and do not call for any further comments.

16. ACKNOWLEDGMENT

Your Company is grateful to the Bankers for their co-operation and assistance and the customers for their patronage.

For and on behalf of the Board

Nayant M. Savani Chairman

Place : Mumbai Date : 30th May, 2011

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Mar 31, 2010

1. The Directors herewith presents the Twenty Sixth Annual Report of our Company together with the Audited Accounts for the financial year 2009 - 2010.

2. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended

31st March, 2010 31st March, 2009

Gross ProfitV(Loss) after interest but before 4.31 (0.19)

bad debts, prudential provisions, depreciation, taxation

Less : Prudential Provisions (as per RBI Guidelines) - 0.21

Bad Debts - 1.25

Depreciation 0.14 0.14

Net Profit / (Loss) before tax 4.17 1.79

Add / (Less): Income Tax refunds of earlier years 14.87 -

Net Profit/(Loss) 19.04 (1.79)

Add: Balance brought forward (629.04) (627.25)

Balance Carried Forward (610.00) (629.04)

3. TRANSFER TO RESERVES

In view of the inadequate profits for the year under review, there are no transfers to the Reserves.

4. DIVIDEND

In view of accumulated losses your Directors are unable to recommend a dividend for the year ended 31sl March, 2010.

5. OPERATIONS

During the year, the Company continued with thrust on recoveries, cost efficiency, and loss monitoring and recovered Rs.14.87 lacs towards refunds of income tax of earlier years. The Company has registered net profit after tax of Rs. 19.04 lacs as against net loss of 1.79 lacs in the previous year. The management is looking for the opportunity in the sectors to identify the niche segments in which the Company can look for the better business possibility. The management is also exploring possibility of identifying new business opportunity to augment its resources.

6. DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

7. SUBSIDIARY COMPANIES

The Company does not have a subsidiary. Hence the provisions of Section 212 of the Companies Act, 1956 are not applicable to the Company for the year under review.

8. SECRETARIAL COMPLIANCE REPORT

Secretarial Compliance Report pursuant to the provisions of Section 383A (1) issued by a Company Secretary in whole-time practice is enclosed herewith.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, as amended by the Companies

(Amendment) Act, 2000, it is hereby confirmed : (i) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed to the extent applicable to the Companys operations with proper explanations relating to material departures, if any. (ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the Company for that year. (iii) That the Directors have 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. (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to your Company since it is engaged in the business of financial services. The Company had no foreign exchange earnings and outgo during the year.

11. RESPONSE OF THE DIRECTORS TO THE REMARKS MADE IN THE AUDITORS REPORT

With regard to point no. vii to the Auditors report, the Directors wish to state that internal control procedures are adequate considering the size and nature of its business.

12. PARTICULARS OF EMPLOYEES

The Company has no employees during the Current Financial Year.

13. DIRECTORS

Shri Rasiklal V. Savani retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

14. CORPORATE GOVERNANCE

A Separate report on Corporate Governance along with the Auditors certificate of its compliance is given in a separate annexure.

15. AUDITORS

M/s. P. P. Bhandari and Company, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for reappointment. The Auditors comments are duly explained in the Notes on Account and do not call for any further comments.

16. ACKNOWLEDGMENT

Your Company is grateful to the Bankers for their co-operation and assistance and the customers for their patronage.

For and on behalf of the Board

Nayant M. Savani

Place: Mumbai Chairman

Date : 29th May, 2010