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Directors Report of Shalibhadra Finance Ltd.

Mar 31, 2015

Dear Members,

Your directors are delighted to present the 24th Annual Report and the Audited financial statements of the company for the year ended March 31, 2015.

Financial Results:

The financial results for the year under review are summarized as follows:

Rs. in '000

Particulars 2014 - 2015 2013- 2014

Business Income 1,25,045 1,05,845

Profit before Interest, Depreciation & Tax 89,686 75,953

Less: Interest 30,473 27,444

Depreciation 561 613

Profit before tax 58,652 47,896

Less: Provision for Income Tax 20,672 17,800

Provision for Deferred Tax 47 35

Profit aftertax 37,933 30,061

Add: Balance brought forward from Previous Year 48,205 32,994

86,138 63,055

Less: Appropriations

Proposed Dividend 5,003 5,003

Distribution Tax 1024 847

Transfer to/(from) General Reserve 5,000 3,000

Transfer to Special Reserve 8,000 6,000

Balance carried to Balance Sheet 67,111 48,205

Dividend:

Your Directors have recommended a dividend of 10% (i.e. Rs 1.00 per equity share) for the financial year ended March 31, 2015 (last year Re. 1.00 per equity share).

Finance:

Company wants to raise fund Rs. 5 corers from banks/financial institutions during FY 2015-16.

Corporate Governance & Compliance Certificate:

A separate section on Corporate Governance is included in the Annual Report and the certificate from company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers. Company has also started financing consumer durables where response is encouraging.

Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

Public Fixed Deposits:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI Guidelines:

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC's (AFC's) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 2015 is much higher than the minimum norms stipulated by the RBI for NBFC (AFC's).

Accounts & Accounting Standards:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

Directors:

In accordance with the Articles of Association Shri Mukund FI.Doshi who retires by rotation is eligible for the reappointment Members are requested to reappoint him.

Declaration by independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Independent directors meeting:

During the year under review, the independent Directors of the Company met on January 15, 2015 inter-alia, to discuss:

a) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

b) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

c) Evaluation of the quantity, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties.

Induction and training of the board members:

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Compliance Officer of the company also assists the Independent Director in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company.

Evaluation of performance of the board members:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Subsidiary companies:

The Company does not have any Subsidiary.

Risk management:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Board's report. At present the company has not identified any element of risk which may threaten the existence of the company.

Significant and material orders passed by regulators/courts if any:

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

Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013:

The company has in place an Anti Harassment policy 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, trainees) are covered under this policy. During the year under review, company has not received any Sexual Harassment Complaints.

Shares:

a) The Company has not bought back any of its securities during the year under review.

b) The Company has not issued any Sweat Equity Shares during the year under review.

c) No Bonus Shares were issued during the year under review.

Employees Stock Option Plan:

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

Directors' Responsibility Statement:

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) The 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 the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Material Changes after the date of Balance Sheet:

There has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

Management's discussion and analysis report:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Contracts & arrangements 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 an arm's length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Credit Rating:

The Company's financial discipline and prudence is reflected in the credit rating BBB- (stable) for bank loans ascribed by rating agency ICRA.

Particulars of Employees:

The company has not paid remuneration attracting the provisions of the Companies Act.

Meetings of the Board:

Twelve meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance

Disclosures:

CSR&G Committee:

The CSR&G Committee comprises Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi.

Audit Committee:

The Audit Committee comprises Independent Directors namely Shri Govind L.Keswani (Chairman), Shri Narotanmal Rampuria and Shri Minesh M. Doshi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

The Company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.

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 were observed.

Corporate Social Responsibility (CSR):

The company has not spent the amount as required to be spent on an activity approved for the purpose of Corporate Social Responsibility, in terms of provisions of Section 135 of the Companies Act, 2013, and rules framed thereunder. The company has made attempts to find out in the area where it operates suitable projects that are eligible activities for Corporate Social Responsibility, but the company has not been so far able to find such avenue. Your directors commit to fulfilling their corporate responsibility which they will fulfill in near future.

Conservation of Energy, Technology Absorption:

Additional information required under the provisions of the Companies Act, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange income nor incurred any expenses.

Extract of Annual Return:

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure to this Report.

Statutory Auditors:

M/s K. S. Sanghvi & Co. Chartered Accountants retiring Auditors of the Company retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

Secretarial Auditor:

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith.

Acknowledgments:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors, customers and members during the year. Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company's customer and shareholders.

Mumbai For and on behalf of the Board of Directors May 30, 2015 Mr. Mukund Doshi Chairman


Mar 31, 2014

Dear Members,

Your directors present here with the 23rd Annual Report of the company with the Audited Statements of the Accounts for the year ended March 3 1, 2014.

Financial Results:

The financial results fur the year under review are Summarized as Follows:

Particulars Current Year Previous Year 2013-2014 2012-2013 (Rs. In'000) (Rs. In'000)

Bitsincss Income 105845 100507

Prufit before Interest, 75053 74606 Depreciation & Tax

Less:

a. Interest 27444 27828

b. Depreciation 613 594

Profit before tra 47896 44784

Provision for incoroe Tax 17800 16500

Provision for Deferred Tax 35 28

Profit aftertax 30061 28256

Proposed Dividend 5003 4503

Distribution Tex 847 792

Transfer to from) General Reserve 3060 3000

Transfer to Special Reserve 6060 6000

Balance brought forward firm 32994 19033 previous Year

Balance ewried to Balance Sheet 48105 32994

Dividend:

The Directors Teconuncnd higher dividend of (10% i.e Rs.1.00 per equitiy share.

Finance:

Company wants to raise fund Rs.4,50 corers firm banks. Company has approached a. reputed mting agency for rating of bank limit.

Corporate Governance & Compliance Certificate

A Separate ieCtiuti OH Corporate Governance is included in tile Annual Report and the certificate front company secretary confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the lasting Agreement with the Stock Exchange is annexed herein.

Outlook and Prospects:

Outlook & Prospect look very encouraging due to increase sale of new twn whcckn, Company has also sinned fiiuineing consumer durables where response is encouraging,

B. Clause 32; Cash, flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

Public Fixed Deposits:

The Company hits tto public deposit an dF date and will nnt accept ony deposit without prior approval of the statutory authorities concerned,

RBI Guidelines:

The Company is consistently complying with nil the guidelines issued by the Reserve Bank of India tor NBFC's (AFC's) wnh respect to capital adequacy, asset classification, provisioning and income recognition on tiun-pcribrmirig assets

The capital adequacy of the Company as on 31th March, 2014 is much higher than the minimum norms stipulated by the RBI forNBFC (AFC's).

Accounts & Accounting Standards;

Vhc Company adheres to the prudential guidelines prescribed by the Reserve Hank of Indie and to the Accounting Standards issued by tile Institute of Chattered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, nun-performing assets and business levels in vehicle 1oans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India arc contained tn the schedules forming part of the accounts.

Directors:

In accordance with the Articles of Association Shri Mukimd H.Doshi who retires by rotation is eligible for the reappointment- Members arc requested to reappoint him,

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AAj of die Companies Act, 1956, with respect to Directors" Responsibility Statement, if is hereby confirmed:

1) That in the preparation of the annual accounts for the Financial year ended 31" March, 2014. the applicable accounting standards have been followed;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates dint were reasonable and prudent so as to give a true and fsair view of the slate of affairs of the Company as on 31st Match, 2014 and the profit of the Company tor that period.

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

4) That the annual accounts for the financial year ended 31st March, 2014 arc prepared an a going concern' basis,

Material Changes after the date of Balance Sheet:

Pursuant to provisions of Section 217(l)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report

Particulars of Employees:

The ootnpany Jws not paid remuneration attracting the provisons of Sec, 217 (2A) of the Companies Act, 1956.

Particulars under Section 217(1) (E) of the Companies Act, 1956:

Additional information required under the provisions of the above section read with the Companies fDH.sdosLire of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, Technology Absortption are not applicable as the Company is not carrying out any manufacturing operation.

Foreign Exchange Earnings and Outgo:

During the year under review, the company has neither earned any foreign exchange nor incurred way expenses.

Auditors:

M/s K. S. samghyi &Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annua] General Meeting of the company and one eligible for re-appointment. Members are requested to Appoint the auditors and fix their Remuneration.

Acknowledgments:

Your Directors wishes to place un record their appreciation to all Lbe employees for their hard work, dedication, Commitment and rendering impeccable service to every constituent of the company's customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

Dated 31st May, 2014. Mukand H- Doshi Chairman


Mar 31, 2013

The directors present here with the 22nd Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31,2013.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Particulars Current Previous Year Year 2012-2013 2011- (Rs.in''0001 2012(Rs.in

Business Income 100507 82270

Profit before Interest, Depreciation & Tax 74606 59786

Less: 27828 24976

a. Interest 594 558

b. Depreciation 1400 150

Profit before tax 44784 34102

Provision for Income Tax 16500 12500

Provision for Deferred Tax 28 46

Profit after tax 28256 21556

Proposed Dividend 4503 4002

Distribution Tax 792 649

Transfer to/(from)General Reserve 3000 2500

Transfer to Special Reserve 6000 5000

Balance brought forward from Previous Year 19033 9629

Balance carried to Balance Sheet 32994 19033

DIVIDEND:

The Directors recommend dividend of 9% i.e. Rs 0.90 per equity share. FINANCE:

The company has been recently sanctioned of Rs. 1 corers of additional cash credit facility which will further help in expanding branch network.

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Company''s Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOKAND PROSPECTS:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFC''s (AFC''s) with respect to capital adequacy, asset classification, provisioning and income recognition on non- performing assets.

The capital adequacy of the Company as on 31s1 March, 2013 is much higher than the minimum norms stipulatedbytheRBIforNBFC(AFC''s).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1) That in the preparation of the annual accounts for the financial year ended 31s'' March, 2013, the applicable accounting standards have been followed;

2) 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 on 31st March, 2013 and the profit of the Company for that period.

3) 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;

4) That the annual accounts for the financial year ended 3T'' March, 2013 are prepared on a ''going concern''basis.

MATERIAL CHANGES AFTER THE DATE OFBALANCE SHEET:

Pursuant to provisions of Section 217(1 )(d) of the Companies Act, 195 6, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghvi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS:

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the company''s customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

DATED: 30* May, 2013. MUKUNDH.DOSHI

Chairman.


Mar 31, 2010

The directors present here with the 19th Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Previous Year Previous Year

Particulars 2009 - 2010 2008-2009

(Rs.in 000) (Rs.in 000)

Business Income 46,264 37,102

Profit before Interest, Depreciation,

Lease Equalization Charges & Tax 31,099 25,398

Less:

a. Interest 13,181 12,962

b. Depreciation 460 436

Profit before tax 17,458 12,000

Provision for Income Tax 4,563 4,300

Provision for FBT / Deffered Tax 1003 110

Profit After Tax 11,892 7,590

Proposed Dividend 4,002 3,502

Distribution Tax 680 595

Transfer to/(from )General Reserve 1,000 500

Transfer to Special Reserve 3,000 1,700

Balance brought forward from Previous Year 1,309 16

Balance carried to Balance Sheet 4,518 1,309

DIVIDEND :

The Directors recommend dividend of 8% i.e. Rs 0.80 per equity share.

FINANCE :

The company has been recently sanctioned of Rs. 3 crores of cash credit facility which will further help in expanding branch network

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOK AND PROSPECTS:

Outlook & Prospect look very encouraging due to increase sale of new two wheelers.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided along with Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs (AFCs) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31st March, 20101s much higher than the minimum norms stipulated by the RBI for NBFC (AFCs).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed;

2) 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 on 31st March, 2010 and of the profit of the Company for that period.

3) 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;

4) That the annual accounts for the financial year ended 31st March, 2010 are prepared on a going concernbasis.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956.

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

Additional information required under the provisions of the above section read with the Companies {Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghvi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS :

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the companys customer and shareholders.

Place: Mumbai For And On Behalf Of the Board of Directors.

DATED: 8th September 2010.

MUKUND H.DOSHI

Chairman.




Mar 31, 2009

The directors present here with the 18th Annual Report of the company with the Audited Statements of the Accounts for the year ended March 31,2009.

FINANCIAL RESULTS:

The financial results for the year under review are summarized as follows:

Previous Year Previous Year

Particulars 2008-2009 2007 - 2008

(Rs.in 000) (Rs.in 000)

Business Income 37,102 31,227

Profit before Interest, Depreciation,

Lease Equalization Charges & Tax 25,398 18,714

Less:

a. Interest 12,962 11,735

b.Depreciation 436 325

Profit before tax 12,000 6,654

Provision for Income Tax 4,300 2,252

Provision for FBT 110 90

Profit aftertax 7,590 4,312

Proposed Dividend 3,502 3,500

Distribution Tax 5,95 5,95

Transfer to/(from )General Reserve 0 600

Transfer to Special Reserve 1,700 880

Balance brought forward from Previous Year 16 79

Balance carried to Balance Sheet 1,309 16

DIVIDEND:

The Directors recommend dividend of 7% i.e. Rs 0.70 per equity share.

FINANCE:

The vehicle finance business as doing well & company is concentrating on old vehicle financing to generate additional business.

CORPORATE GOVERNANCE & COMPIANCE CERTIFICATE

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming the Compliance of the conditions on the Corporate Governance as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

OUTLOOKAND PROSPECTS:

The Company expect the growth in new vehicle finance. The companies also expect growth in old vehicle finance. You directors are sincerely putting efforts to improve profitability and financial strength of the Company and increase shareholders value in future.

B. Clause 32: Cash flow statement pursuant to clause 32 listing agreement is provided alongwith Notes to Accounts.

PUBLIC FIXED DEPOSITS:

The Company has no public deposit as of date and will not accept any deposit without prior approval of the statutory authorities concerned.

RBI GUIDELINES:

The company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs (AFCs) with respect to capital adequacy, asset classification, provisioning and income recognition on non-performing assets.

The capital adequacy of the Company as on 31" March, 2009 is much higher than the minimum norms stipulated by the RBI for NBFC (AFCs).

ACCOUNTS & ACCOUNTING STANDARDS:

The Company adheres to the prudential guidelines prescribed by the Reserve Bank of India and to the Accounting Standards issued by the Institute of Chartered Accountant of India in preparation of its financial statements.

The particulars on the related party exposures, non-performing assets and business levels in vehicle loans purchase and other activities, required to be disclosed in the format prescribed by the Reserve Bank of India are contained in the schedules forming part of the accounts.

DIRECTORS:

In accordance with the Articles of Association Shri Mukund H.Doshi who retires by rotation is eligible for the reappointment. Members are requested to reappoint him.

The Board of Directors shall be broad based by inclusion of independent Directors from various fields in due course.

DIRECTORSRESPONSIBILITY STATEMENT:

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

1) That in the preparation of the annual accounts for the financial year ended 31st March, 2008, the applicable accounting standards have been followed;

2) 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 on 31s1 March, 2009 and of the profit of the Companyforthat period.

3) 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;

4) That the annual accounts for the financial year ended 31st March, 2009 are prepared on a going concern basis.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

Pursuant to provisions of Section 217(1)(d) of the Companies Act, 1956, there has been no material change and commitment affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the Report.

PARTICULARS OF EMPLOYEES:

The company has not paid remuneration attracting the Provisions of Sec. 217 (2A) of the Companies Act, 1956. PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

Additional information required under the provisions of the above section read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy, Technology Absorption are not applicable as the company is not carrying out any manufacturing operation.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the company has neither earned any foreign exchange nor incurred any expenses.

AUDITORS:

M/s K.S.Sanghavi & Co. Chartered Accountants retiring Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Members are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGMENTS:

Your Directors wishes to place on record their appreciation to all the employees for their hard work, dedication, commitment and rendering impeccable service to every constituent of the companys customer and shareholders.

For And 0n Behalf of the Board of Directors

Place: Mumbai

DATED: 8th September2009. MUKUND H. DOSHI

Chairman.



 
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