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Directors Report of Shreevatsaa Finance & Leasing Ltd.

Mar 31, 2014

The Members of SHREEVATSAA FINANCE AND LEASING LIMITED

The Directors feel pleasure in presenting their Annual Report of the business and operations together with Annual Accounts of the company for the period ended 31st March, 2014.

STATE OF COMPANY''S AFFAIRS:

The summary of the financial position of the Company is given here in below: -

PARTICULARS YEAR ENDED 31.03.2014 YEAR ENDED 31.03.2013

Profit Before Taxation and 42,395.93 29,421,686.95 Depreciation

Depreciation 5,738 6,767

Profit Before Taxation 48,133.93 29,414,919.95

Current Tax 6,780 5,989,019

Less: MAT Credit Entitlement 23,35,928.00 892,497

Net Current Tax (23,29,148.00) 5096522

Deferred Tax written Back (1937) (899)

Profit after Taxation 2,373,480.93 24,319,296.95

Add: - Balance Brought forward 37,969,814.75 18,569,767.80 from Previous Year

Profit available for 40,343,295.68 42,889,064.75 Appropriation



DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review

OPERATIONS:

During the year review the overall performance of the Company was steady and satisfactory. The Company has been mainly carrying on the business of sale and purchase of shares, securities and units. It also earned interest income on FDR''s, jobbing profits from shares and interest and dividend from units and mutual funds.

The Company continues to focus its main attention on cost reduction, Assets/Liability – Management and collection. Your company managed to carry out all its business and commercial obligations in time and with dignity.

Your Directors shall continue to put in all efforts to increase the business of the Company and are confident of even better and brighter prospects of the Company.

The Company is considering various possibilities for optimizing the present business activities and also other business proposals, keeping in view the profitability and stability of business of the Company. The Company is also pursuing the possibility into other related activities.

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and the date Board''s Report.

DIRECTORS

During the period under review, Mr. Deepak Kumar, Mr. Manohar Lal and Mr. Sanjay Mehrotra has appointed as an Independent Director as per Companies Act, 2013.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, Mr. Deepak Kumar, Mr. Manohar Lal and Mr. Sanjay Mehrotra are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

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-section (6) of Section 149 of the Companies Act, 2013. Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

Pursuant to Section 149(1) of Companies Act, 2013, which has made it compulsory for every listed Company to have a Women Director in Board of Directors of the Company, the Company proposed the appointment of Mrs. Vrsha Arora as Non-Executive Director of the Company.

Mr. Praveen Kumar Arora, retire by rotation at the ensuing Annual General Meeting and being eligible have respectively offered themselves for reappointment.

AUDITORS REMARKS:

The Auditor''s Report is self-explanatory and contains no adverse remarks or qualifications and hence no explanation thereof is being given.

LISTING AGREEMENT:

The equity shares of the Company are listed at the Bombay Stock Exchange Limited, Mumbai, U.P. Stock Exchange, Kanpur and Ahmedabad Stock Exchange, Gujrat.

AUDIT COMMITTEE:

Pursuant to the provisions contained in Section 292 A of the Companies Act, 1956 and clause 49 of Listing Agreement, an Audit Committee of the Company has been constituted. The committee is fully aware of its rights and obligations and has been since its constitution closely monitoring the affairs of the company so far as they affect the company''s financial reporting process and the disclose of its financial information to ensure that the financial statement is correct and credible.

NBFC STATUS:

The Company is duly registered with Reserve Bank of India as an NBFC, not accepting public deposits.

Since the Company has neither accepted any deposit nor it intends to accept any deposit hence it has duly been passing appropriate resolution in each financial year.

PARICULAR OF EMPLOYEES:

None of the employees of the company are in receipt of remuneration in excess of the limits as stated in sub-section (2A) or Section 217 of the Companies Act, 1956, and hence no particulars of any employees are being given.

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

Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 do not apply to the company; however the following information is being set out under this head:

(i) Conservation of Energy:

The operations of the Company are not energy intensive yet, but besides that all possible measures shall be taken to conserve the energy in all related areas.

(ii) Technology Absorption & Research And Development:

The Company has not imported any technology, and has not established any separated research and development unit, however the Company shall always kept itself updated with latest technological innovations by way of constant communications and personal discussions with the experts.

(iii) Foreign Exchange Earning And Outgo:

During the year under review there was no a foreign exchange earnings or outgo.

CHANGE IN THE NATURE OF THE COMPANY''S BUSINESS ETC:

There has not been any change in the nature of the Company''s business or in the class of the business in which the company has an interest. Company has no subsidiary.

BUY BACK:

The Company has not bought back any shares during the financial year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub section (2AA) of Section 217 of the Act the Directors declare as under,

1. That in the preparation of Annual Accounts for the year ended 31.03.2014, the applicable Accounting Standards have been followed and there was no departure has been made there from.

2. That the 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 profit or loss of the company for the same 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 Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

Directors have exercised their responsibility for the accuracy of the financial statements based on the accounting systems, policies and procedures designed to provide reasonable assurance of the reliability of financial records. Such controls based on established policies and procedures are implemented by the trained and skilled personnel of the Company.

CORPORATE GOVERNANCE:

As per the requirement of clause 49 Listing Agreement of the Company has to necessarily comply with the Corporate Governance norms as per the said clause. Accordingly the company has duly complied with the Corporate Governance norms to the extent and in the manner as set out in the Report on Corporate Governance annexed herewith which forms part of this report.

SECRETARIAL AUDIT REPORT

In Compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit Report by a practicing company secretary at specified periodicity and the reports are being submitted to Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES:

The equity shares of the Company may be dealt in dematerialized form. The shareholders are requested to send their share certificate through their depository participants for having their shares in electronic form.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks for the cooperation, support and assistance extended by shareholders, employees, associates, customers, Bankers, Government Agencies and all other concerns.

Place: Kanpur For and on behalf of Board of directors Date: 02.09.2014

Sd/- Praveen Kumar Arora (Chairman)


Mar 31, 2011

To the members of Shreevatsaa Finance and Leasing Limited

The Directors feel pleasure in presenting their Annual Report of the business and operations together with Annual Accounts of the company for the period ended 31st March, 2011.

STATE OF COMPANY'S AFFAIRS:

The summary of the financial position of the Company is given Here in below: -

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2011 31.03.2010

Profit Before Taxation and (3,777,929.17) 420,110,85 Depreciation

Depreciation 9,649 11,652

Profit Before Taxation (3,787,578.17) 408,458.85

Provision for Taxation for current - 123,548 Year

Add/(less) Deferred Tax (1,333) 74,164

Add/(less) MAT Credit Availed 58,229 _

Profit after Taxation (3,728,016.17) 210,746.85

Add: - Balance Brought forward 28,905,825.40 28,737,228.55 from Previous Year

Profit available for Appropriation 25,177,809.23 28,947,975.40

DIVIDEND

The Company has incurred a Net loss of Rs. 37,28,016/- (Rupees Thirty Seven Lac Twenty Eight Thousand and Sixteen only) in the current financial year, henceforth Board of Directors does not recommended any dividend for the year 2010-11.

OPERATIONS:

During the year review the overall performance of the company was steady and satisfactory. The Company has been mainly carrying on the business of sale and purchase of shares, securities and units. It also earned interest income on FDR's, jobbing profits from shares and interest and dividend from units and mutual funds.

The Company continues to focus its main attention on cost reduction, Assets/Liability - Management and collection. Your company managed to carry out all its business and commercial obligations in time and with dignity.

Your Directors shall continue to put in all efforts to increase the business of the company and are confident of even better and brighter prospects of the Company.

The Company is considering various possibilities for optimizing the present business activities and also other business proposals, keeping in view the profitability and stability of business of the Company. The company is also pursuing the possibility into other related activities.

There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date Board's Report.

DIRECTORS

Since the date of last Annual General Meeting there has been no change in the constitution of the Board. Mrs. Rekha Chawla, retire by rotation at the ensuing Annual General Meeting and being eligible have respectively offered themselves for reappointment.

AUDITORS:

The Statutory Auditors, M/s Tandon & Mahendra, Chartered Accountants, hold office upto and retire at the conclusion of ensuring Annual General Meeting and being eligible and have expressed their willingness for being re-appointed. The matter relating to their re-appointment has been appropriately included in the notice of the ensuing Annual General Meeting.

AUDITORS REMARK:

The Auditor's Report is self-explanatory and contains no adverse remarks or qualifications and hence no explanation thereof is being given.

LISTING AGREEMENT:

The equity shares of the company are listed at the U.P. Stock Exchange, Kanpur, Bombay Stock Exchange Limited, Mumbai and Ahemadabad Stock Exchange, Ahemdabad.

The cash flow statement pursuant to Clause 32 of the Listing Agreement is being annexed herewith.

AUDIT COMMITTEE:

Pursuant to the provisions contained in Section 292-A of the Companies Act, 1956 and clause 49 of Listing Agreement, an Audit Committee of the Company has been constituted. The committee is fully aware of its rights and obligations and has been since its constitution closely monitoring the affairs of the company so far as they affect the company's financial reporting process and the disclose of its financial information to ensure that the financial statement is correct and credible.

NBFC STATUS:

The Company is duly registered with Reserve Bank of India as an NBFC, not accepting public deposits.

Since the Company has neither accepted any deposit nor it intends to accept any deposit hence it has duly been passing appropriate resolution in each financial year.

PARICULAR OF EMPLOYEES:

None of the employees of the company are in receipt of remuneration in excess of the limits as stated in sub-section (2A) or Section 217 of the Companies Act, 1956, and hence no particulars of any employees are being given.

CHANGE IN THE NATURE OF THE COMPANY'S BUSINESS ETC.:

There has not been any change in the nature of the Company's business or in the class of the business in which the company has an interest. Company has no subsidiary.

BUY BACK:

The Company has not bought back any shares during the financial year.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to sub section (2 A A) of Section 217 of the Act the Directors declare as under,

1. That in the preparation of Annual Accounts for the year ended 31 -03-2011, the applicable Accounting Standards have been followed and there was no departure has been made there from.

2. That the 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 profit or loss of the company for the same 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 Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

Directors have exercised their responsibility for the accuracy of the financial statements based on the accounting systems, policies and procedures designed to provide reasonable assurance of the reliability of financial records. Such controls based on established policies and procedures are implemented by the trained and skilled personnel of the Company.

CORPORATE GOVERNANCE:

As per the requirement of clause 49 Listing Agreement of the company has to necessarily comply with the Corporate Governance norms as per the said clause. Accordingly the company has duly complied with the Corporate Governance norms to the extent and in the manner as set out in the Report on Corporate Governance annexed herewith which forms part of this report.

SECRETARIAL AUDIT REPORT

In Compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit Report by a practicing company secretary at specified periodicity and the reports are being submitted to Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES:

The equity shares of the company may be dealt in dematerialized form. The shareholders are requested to send their share certificate through their depository participants for having their shares in electronic form.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks for the cooperation, support and assistance extended by shareholders, employees, associates, customers, Bankers, Government Agencies and all other concerns.

For and on behalf of Board of Directors

Sd/-

Praveen Kumar Arora

Dated: 03.09.2011 (Chairman)

Place: Kanpur


Mar 31, 2010

The Directors feel pleasure in presenting their Annual Report of the business and operations together with Annual Accounts of the company for the period ended 31st March, 2010.

STATE OF COMPANYS AFFAIRS:

The summary of the financial position of the Company is given hereinbelow: -

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

Profit Before Taxation and 4,20,110.85 (253,253.57) Depreciation

Depreciation 11,652 14,272.00

Profit Before Taxation 4,08,458.85 (267,525.57)

Provision for Taxation for current Year 1,23,548 ----

Add/(less) Deferred Tax 74,164 (77,882.00)

Profit after Taxation 2,10,746.85 (189,643.57)

Add: - Balance Brought forward 2,87,37,228.55 28,926,872.12 from Previous Year

Profit available for Appropriation 2,89,47,975.40 28,737,228.55

DIVIDEND

The depression in the domestic market and increasing global competition has compelled the company to conserve the resources. Hence, the Board of Directors has decided to skip recommending any dividend for the year 2009 -10.

OPERATIONS:

During the year review the overall performance of the company was steady and satisfactory. The Company has been mainly carrying on the business of sale and purchase of shares, securities and units. It also earned interest income on FDRs, jobbing profits from shares and interest and dividend from units and mutual funds.

The company continues to focus its main attention on cost reduction, Assets/Liability – Management and collection. Your company managed to carry out all its business and commercial obligations in time and with dignity.

Your directors shall continue to put in all efforts to increase the business of the company and are confident of even better and brighter prospects of the company.

The company is considering various possibilities for optimizing the present business activities and also other business proposals, keeping in view the profitability and stability of business of the Company. The company is also pursuing the possibility into other related activities.

There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date Boards Report.

DIRECTORS

Since the date of last Annual General Meeting there has been no change in the constitution of the Board. Mr. M.L.Bajaj, retire by rotation at the ensuing Annual General Meeting and being eligible have respectively offered himself for reappointment.

AUDITORS:

The Statutory Auditors, M/s Tandon & Mahendra, Chartered Accountants, hold office upto and retire at the conclusion of ensuring Annual General Meeting and being eligible and have expressed their willingness for being re-appointed. The matter relating to their re-appointment has been appropriately included in the notice of the ensuing Annual General Meeting.

AUDITORS REMARK:

The Auditors Report is self-explanatory and contains no adverse remarks or qualifications and hence no explanation thereof is being given.

LISTING AGREEMENT:

The equity shares of the company are listed at the U.P. Stock Exchange, Kanpur, Bombay Stock Exchange Limited, Mumbai and Ahemadabad Stock Exchange, Ahemdabad.

The cash flow statement pursuant to clause 32 of the Listing Agreement is being annexed herewith.

AUDIT COMMITTEE:

Pursuant to the provisions contained in section 292-A of the Companies Act, 1956 and clause 49 of Listing Agreement, an Audit Committee of the Company has been constituted. The committee is fully aware of its rights and obligations and has been since its constitution closely monitoring the affairs of the company so far as they affect the companys financial reporting process and the disclose of its financial information to ensure that the financial statement is correct and credible.

NBFC STATUS:

The company is duly registered with Reserve Bank of India as an NBFC, not accepting public deposits.

Since the company has neither accepted any deposit nor it intends to accept any deposit hence it has duly been passing appropriate resolution in each financial year.

PARICULAR OF EMPLOYEES:

None of the employees of the company are in receipt of remuneration in excess of the limits as stated in sub-section (2A) or section 217 of the Companies Act, 1956, and hence no particulars of any employees are being given.

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

Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 do not apply to the company; however the following information is being set out under this head:

(i) Conservation of energy:

The operations of the company are not energy intensive yet, but besides that all possible measures shall be taken to conserve the energy in all related areas.

(ii) Technology absorption & research and development:

The company has not imported any technology, and has not established any separated research and development unit, however the Company shall always kept itself updated with latest technological innovations by way of constant communications and personal discussions with the experts.

(iii) Foreign exchange earning and outgo:

During the year under review there were no foreign exchange earning or outgo.

CHANGE IN THE NATURE OF THE COMPANYS BUSINESS ETC.:

There has not been any change in the nature of the Companys business or in the class of the business in which the company has an interest. Company has no subsidiary.

BUY BACK:

The Company has not bought back any shares during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub section (2AA) of section 217 of the Act the Directors declare as under,

1. That in the preparation of Annual Accounts for the year ended 31-03-2010, the applicable Accounting Standards have been followed and there was no departure has been made therefrom.

2. That the 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 profit or loss of the company for the same 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 Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

Directors have exercised their responsibility for the accuracy of the financial statements based on the accounting systems, policies and procedures designed to provide reasonable assurance of the reliability of financial records. Such controls based on established policies and procedures are implemented by the trained and skilled personnel of the company.

CORPORATE GOVERNANCE:

As per the requirement of clause 49 Listing Agreement of the company has to necessarily comply with the Corporate Governance norms as per the said clause. Accordingly the company has duly complied with the Corporate Governance norms to the extent and in the manner as set out in the Report on Corporate Governance annexed herewith which forms part of this report.

SECRETARIAL AUDIT REPORT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit Report by a practicing company secretary at specified periodicity and the reports are being submitted to Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES:

The equity shares of the company may be dealt in dematerialized form. The shareholders are requested to send their share certificate through their depository participants for having their shares in electronic form.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and thanks for the cooperation, support and assistance extended by shareholders, employees, associates, customers, Bankers, Government Agencies and all other concerns.

For and on behalf of Board of Directors

-Sd/.- Praveen Kumar Arora (Chairman)

Dated: 02-09-2010 Place: Kanpur

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