Directors Report of Shri Niwas Leasing and Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 31st Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows

(in Rs.)

Particulars 31st March, 31st March, 2015 2014

Gross Income 4,560,408 4,560,000

Profit/(Loss) after depreciation 58,181 2,165,985

Less: Current Provision for Standard Assets -- (662)

Provision for Sub-Standard Assets -- -

Profit/(Loss) before tax 58,181 2,166,647

Less: Provision for Taxation

Current Tax (54,733) (711,920)

Previous Year Tax 24,208 15,561

Deferred fax 36,105 19,265

Profit/(Loss) after tax 63,761 1,489,553

Add: Balance brought forward from last year (152,100) (1,343,743)

Surplus available for appropriation Less: Appropriations

Transfer to Reserve Fund u/s 45IC of RBI Act. 1934 (690) (297.910)

Surplus carried to Balance Sheet (89,029) (152,100)

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs. 4,560,408/-. The Company has earned net profit of Rs. 63,761/- during the year as compared to profit Rs. 1,489,553/- in the last year. The Directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

During the year under review Company has transferred Rs. (690)/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 16 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

10th April, 2014, 12th April, 2014, 18th April, 2014, 12th May, 2014, 14th June, 2014, 14th July, 2014, 27th July, 2014, 13th August, 2014, 26th August, 2014, 29th September, 2014, 30th October, 2014, 1st December, 2014, 15th December, 2014, 7th January, 2015, 19th January, 2015 and 23rd February, 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF INDEPENDENT DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil was appointed as an Additional Director by the Board on 15th December, 2014 and subsequently your Directors recommend the appointment of Mr. Anil as Independent Director as proposed in the notice for the Annual General Meeting.

Your Directors state that Mr. Anil who is proposed to be appointed as Independent Director possess appropriate skills, expertise and knowledge and is qualified for appointment as Independent Director.

RE-APPOINTMENT OF DIRECTORS:

Mrs. Babita Jain, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Virendra Jain, Managing Director

(ii) Mr. Upendra Mani Tripathi, Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company get its membership Certificate from all four CICs i.e, Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & 10 of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

EXPOSURE TO REAL ESTATE:

The Company has given Interest bearing loan to the Suncity Projects Pvt. Ltd. of Rs. 38,000,000/-.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditor of the company for the period of 5 years commencing from the conclusion of this Annual General Meeting until, the conclusion of 36th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s Gaurav Ashok Jain & Associates (FRN 023419N), Chartered Accountant of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s SAS & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report is annexed herewith marked as Annexure-ill to this report in Form No. MR-3 which is self explanatory and need no comments.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Sameem Ahmed, Charatered Accountant as an Internal Auditor of the Company for the F.Y.2014-15. Mr. Sameen Ahmed placed the internal audit report to the Company which is self explanatory and need no comments.

ABSTRACT OF THE ANNUAL RETURN:

The Abstract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the year 2015 is annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The shares of the Company i.e. 39,97,000 Equity Shares of Rs. 10/- each are listed on BSE Limited as per BSE Direct Listing Norms and the shares are also listed on DSE Limited (DSE) but as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been derecognized as Stock Exchange.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL &. CDSL for dematerialization of its equjty shares. The ISIN No. INE201F01015 has been allotted for the Company. Therefore, investors may keep their shareholding in the electronic mode with their Depository Participates. 88.99% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 11.01% is in physical form.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirm and submit the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* The Directors had 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 at the end of the financial year and of the profit of the Company for the year under review;

* The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year financial ended 31st March, 2015 on a going concern basis.

* The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

* The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

REMUNEARATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL / EMPLOYESS:

* the ratio of the remuneration of each director to the median employee's remuneration for the financial year and such other details as prescribed is as given below:

Name of Director Ratio

Babita Jain (Director) 2:1

* the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; NO *

* the percentage increase in the median remuneration of employees in the financial year; NIL

* the number of permanent employees on the rolls of company; 2

* the explanation on the relationship between average increase in remuneration and company performance; N.A

* comparison of the remuneration of the Key Managerial Personnel against the performance of the company

Name Designation Salary (Per month)

Virendra Jain Managing Director Nil

Upendra Mani Tripathi Company Secretary 25,000

* variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public;

* average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and there are any exceptional circumstances for increase in the managerial remuneration; N.A

* the key parameters for any variable component of remuneration availed by the directors; N.A

* the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; N.A

* affirmation that the remuneration is as per the remuneration policy of the company. YES

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management 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 which forms part of the Annual Report.

NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the financial year 2014-15 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 1998:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-1 Capital 102.74

Tier-ll Capital 0.24

Total 102.98

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL ACT. 2013:

The Company has in place an Anti Sexual 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.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

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

The Company, being a Non-Banking Finance Company (NBFC), does not have any manufacturing activity. The directors, therefore, have nothing to report on 'conservation of energy, technology absorption'. During the year under review their has been no foreign exchange earnings and outgo.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Place: New Delhi Virendra Jain Date: 08.08.2015 Chairman & Managing Director DIN:00530078

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Mar 31, 2014

Dear members,

The Board of Directors of the company take immense pleasure in presenting their together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

( in Rs.)

For the financial year ended 31st March, 2014:

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Profit/(Loss) after depreciation 2,165,984.54 131,371.00

Less: Current Provision for (662.00) 95,662.00 Standard Assets

Provision for Sub-Standard Assets - -

Profit/(Loss) before tax 2,166,646.54 35,709.00

Less: Provision for Taxation - -

Current Tax 711,920.00 40,594

Previous Year Tax (15,561.00) -

Deferred Tax (19,265.00) -

Profit/(Loss) after tax 1,489,522.54 (4,885.00)

Add: Balance brought forward (1,343,743.00) (1,338,858.00) from last year

Surplus available for appropriation - -

Less: Appropriations - -

Dividend on Equity Shares paid - -

Tax on Dividend paid - -

Transfer to Reserve Fund u/s 297.910.00 - 45IC of RBI Act, 1934

Surplus carried to Balance Sheet (152,100.46) (1,343,743.00)

DIVIDEND

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

SHARE CAPITAL

During the financial year 2013-2014, Company has not allotted any kind of shares. As on 31st March, 2014 the paid-up Share Capital of the Company stood at Rs. 39,970,000.00 consisting of 3,997,000 shares of Rs. 10/- each fully paid-up.

GENERAL CORPORATE MATTERS:

The company is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market.

The Stock Market Index as on 31st March 2014 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management 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 which forms part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company, being a non- banking finance Company, does not have any manufacturing activity. The Directors, therefore, have nothing to report on Conservation Of Energy and Technology Absorption.

FOREIGN EXCHANGE

The Company did not have any expenditure and income in foreign currency during the financial year 2013-2014.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

BOARD OF DIRECTORS:

The Board of Shri Niwas Leasing and Finance Limited are dully consisting of Executives & Non Executives Directors. However Mr. Deepu Singh was appointed as additional Directors on 3rd Febreuary, 2014. Necessary resolution is being proposed in the notice of ensuing Annual General Meeting for the approval of members for appointment of Mr. Deepu Singh as independent Director of the Company for a term of Five years with effect from 24th September, 2014 to 23rd September, 2019.

As per the provisions of Companies Act, 2013 and Article 86 of the Article of Association of the Company at least two- third of total number of Directors (excluding Independent Directors) shall be retire by rotation. Mrs. Priti Jain & Mr. Surender Kumar Jain, Directors of the Company, are liable to retire by rotation.

Mr. Surender Kumar Jain, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid down by stock exchange.

LISTING OF SHARES:

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited. The Annual Listing Fees for the financial year 2013-14 are paid to the Stock Exchange where the shares of the Company are listed.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that: In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* 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 at the end of the financial year and of the profit of the Company for the year under review;

* The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

STATUTORY AUDITORS:

The Statutory Auditors M/s Gaurav Ashok Jain & Associates, Ghaziabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Statutory Auditors M/s Gaurav Ashok Jain & Associates, Ghaziabad, Chartered Accountants, of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting. The retiring auditors have, under section 139(1) of the Companies Act, 2013, furnished certificate of their eligibility for the reappointment, they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made thereunder.

AUDITORS'' REPORT:

The Auditors'' Report on the financials of the Company for the year ended 31st March, 2014 does not contain any reservation, qualification or adverse remark.

CORPORATE GOVERNANCE REPORT:

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998 :

Pursuant to the Non-Banking Financial Companies'' Auditor''s Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2013-14 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

EXPOSURE TO REAL ESTATE:

Exposure to Real Estate is NIL.

DISCLOSURES UNDER SEC. 217(1)(e) OF THE COMPANIES ACT. 1956 :

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

* Conservation of Energy: N.A.

* Technology Absorption: N.A.

* Activities relating to exports, N.A.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

GENERAL INFORMATION:

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

AUDIT COMMITTEE:

Present members of the Audit Committee are Mr. Ramesh Kumar, Mrs. Babita Jain and Mr. Deepu Singh. All the members of the Committee are having financial and accounting knowledge. Mr. Ramesh Kumar is the chairman of the Committee and quorum of the Committee is two members. The role of company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956 (including an statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2014.

SHARE TRANSFER COMMITTEE:

Present members of the Share Transfer Committee are Mr. Surender Kumar Jain, Mr. Virendra Kumar Jain and Mrs. Babita Jain. All the members of the Committee are nonexecutive directors. All the members of the Committee are having financial and accounting knowledge. Mr. Ramesh Kumar is the Chairman of the Committee and quorum of the Committee is two members. The role of company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956 (including an statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.

The Board has constituted the Share Transfer Committee. The Committee monitors and approves share transfers, issue of duplicate share certificates, transmission, transposition and deletion of names and rematerialisation of shares and matters relating thereto.

APPRECIATIONS:

The Board recognizes that it is accountable to shareholders for the performance of the Company; the Board believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

FOR SHRI NIWAS LEASING & FINANCE LTD.

Sd/- Virendra Jain (Director) DIN - 00530078

Date: 26.08.2014 Place: New Delhi

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Mar 31, 2013

Dear Members,

The Directors are pleased to present their 29th annual Report and audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2013 31.03.2012

Income 3,07,342 6,500

Expenditure 1,75,971 2,00,056

Profit (Loss) Before Tax 131,371 (1,93,556)

Profit (Loss) After Tax (4,885) (1,93,556)

Balance Brought forward from (13,38,858) (11,45,302) previous year

Balance carried to balance sheet (13,43,743) (13,38,858)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange and Company''s ISIN No. is INE201F01015. The company''s shares are in electronic form and registered with NSDL-623800.

DIVIDEND

Due to the fact that the Company is in the stage of development thus instead of distribution of dividend, the directors decided to keep the profits as reserves for investment in better project to get higher return.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

DIRECTORS

MR. VIRENDRA JAIN, Director, Retire by Rotation and being eligible, offer himself for re-appointme nt at the ensuing Annual General Meeting.

MR. RAMESH KUMAR, Director, Retire by Rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicab le accounting standards have been followed.

b) The Director have selected such account ing policies and applied them consistently and made judgments and estimates that are reasonab le and prudent so as to give a true and fair v iew of the state of affairs of the company as on 3151 March, 2013.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS''

To re-appoint Auditors of the Company and to decide about their remuneration. The retiring auditor M/S GAURAV ASHOK JAIN & ASSOCIATES Chartered Accountants, being eligible, offers themselves for re-appointment.

AUDITORS'' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from a Practicing Company Secretaries and the same is annexed to this report. This cert ificate does not call for any adverse comme nts.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 1998 a report from the Statutory Auditors to the Board of Directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd ., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31 st March 2013 is annexed hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988 , requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD SHRINIWAS LEASING AND FINANCE LIMITED

RAMESH KUMAR CHAIRMAN

Place : New Delhi Date : 13.05.2013

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Mar 31, 2012

Dear Members,

The Directors are pleased to present their 28th annual Report and audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS FOR THE YEAR ENDED

31.03.2012 31.03.2011

Income 6,500 57,190

Expenditure 2,00,056 59,946

Profit (Loss) Before Tax (1,93,556) (2,756)

Profit (Loss) After Tax (1,93,556) (2,756)

Balance Brought forward (11,45,302) (11,42,546) from previous year

Balance carried to balance sheet (13,38,858) (11,45,302)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2012 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIVIDEND

Due to the fact that the Company incurred loss during the year there for your directors are not in a position to recommend any dividend. But the directors are hopeful better result in ensuring future.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

DIRECTORS

MR. VIRENDRA JAIN, Director, Retire by Rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

MR. SURENDER KUMAR JAIN who has been co-opted as director of the Company on 25/06/2012 and in terms of section 260 of the Companies Act, 1956 to hold office as additional director until this Annual General Meeting, and has offered himself for re-appointment, be and is hereby appointed as Director of the Company”. The Board of Directors recommends their appointment.

MRS. BABITA JAIN who has been co-opted as director of the Company on 12/04/2012 and in terms of section 260 of the Companies Act, 1956 to hold office as additional director until this Annual General Meeting, and has offered himself for re-appointment, be and is hereby appointed as Director of the Company”. The Board of Directors recommends their appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Director 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 as on 31st March, 2012 and of the Loss of the Company of the year ended 31st March, 2012.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS''

To re-appoint Auditors of the Company and to decide about their remuneration. The retiring auditor M/S GAURAV ASHOK JAIN & ASSOCIATES Chartered Accountants, being eligible, offers themselves for re-appointment.

AUDITORS REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from a Practicing Company Secretaries and the same is annexed to this report. This certificate does not call for any adverse comments.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No, B-14,00808 dated 20th May, 1999.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS. 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 1998 a report from the Statutory Auditors to the Board of Directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31st March 2012 is annexed hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD SHRI NIWAS LEASING AND FINANCE LIMITED

Place: New Delhi Date : 03.09.2012 CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their 26th annual Report and audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2011 31.03.2010

Income 57,190 8,806

Expenditure 59,946 18,198

Profit (Loss) Before Tax (2,756) (9,392)

Profit (Loss) After Tax (2,756) (9,392)

Balance Brought forward (11,42,546) (11,33,154) from previous year

Balance carried to balance sheet (11,45,302) (11,42,546)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward-and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2011 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIVIDEND:

Due to the fact that the Company incurred loss during the year there for your directors are not in a position to recommend any dividend. But the directors are hopeful better result in ensuring future.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2011 and of the Loss of the Company of the year ended 31st March, 2011. The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

c) The annual accounts are prepared on a going concern basis.

AUDITORS'' REPORT

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

AUDITORS'' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public, within the meaning of Section 58 -A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATURTORY INFROMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption In Form B prescribed by the rules, The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD For SHRI NIWAS LEASING AND FINANCE LIMITED

DIRECTOR

PLACE: NEW DELHI DATE : 17.05.2011