Directors Report of Visagar Financial Services Ltd.

Mar 31, 2014

Dear Members

The Directors are pleased to present their 21st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Particulars Year Ended Year Ended 31-03-2014 31-03-2013

Total Revenue (4,926,604) 4,160,427

Less: Total Expenses (2,641,037) 2,532,766

Profit before Tax (7,567,641) 1,627,661

Less : Provision For Tax - 500,000

Less : Deffered Tax - 4,782

Less : Short/ Excess earlier year - (28,000)

Profit/ (Loss) after Tax (7,567,641) 1,150,879

OPERATIONS:

During the year under review, the Company made a loss of Rs. 49.26/- Lacs as compared to the profits of Rs. 41.60/- in the previous year. The losses of the year are attributed to bad financial market and lack of opportunities to the Company.

DIVIDEND:

In view of the losses made during the year, the Company does not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Tilokchand Kothari is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 27th August 2014 had proposed to appoint Mr. Arvind Desai as Whole Time Director subject to the approval of Members in the Annual General Meeting.

The Company has received nomination of Mr. Tilokchand Kothari and Mr. Arvind Desai for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01020 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 2013, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and the profit of the Company for the year ended on that date;

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

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Visagar Financial Services Limited Sd/- Arvind Desai Director Place: Mumbai Date: 29.05.2014

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Mar 31, 2013

To, THE MEMBERS of VISAGAR FINANCIAL SERVICES LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended are summarized below.

(Rs. in Lac) For the year ended 31st March, 2013 31st March, 2012

Total Revenue 41.60 29.38

Less: Total Expenses 25.32 20.00

Profit/ (loss) before tax 16.27 9.38

Deferred Tax Liability/(Assets) 0.05 0.04

Less: Income Tax / Provision 4.72 3.27

Profit/ (loss) after Tax 11.51 6.07

Brought forward loss from previous year 35.94 29.87

Surplus/(deficit) carried to Balance sheet 47.45 35.94

OPERATIONS

During the year under review your company has earned a gross income of Rs. 41.60 Lacs for the financial year 2012-13, as compared to Rs.29.38 Lacs in the previous year, recoding a increase of Rs. 12.22 Lacs. After considering total expenses of the company has managed profit before tax of Rs. 16.27 Lacs and the Company has managed profit after tax for the current year is Rs. 11.51 Lacs, which is 89.62% more compare to previous year. In coming year company is confident to implement its dream project.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Shri Suranjan Upadhyay will retire by rotation and, being eligible offered himself for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

AUDITORS

Mr. Sudhir M Desai., Chartered Accountant, the Auditor of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Listing fees for Ahamedabad Stock Exchange Limited is pending.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2013 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information, they 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; and

(iv) That they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its compliance, is attached in this Annual Report elsewhere.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report are also appearing in this Annual Report elsewhere and both the foresaid Reports are incorporated as reference herein. The Board of Directors of the Company adopted a Code of Conduct and posted the same on Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuance to section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks, Government Authorities, Suppliers, Customers and all the local authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company. For and on behalf of the Board of Directors

Sd/-

(Arvind Desai)

Place: - Mumbai Director

Dated: - 14.08.2013

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Mar 31, 2011

THE MEMBERS,

VISAGAR FINANCIAL SERVICES LIMITED.

The Directors are pleased to present their 18TH Annual Report together with the Balance Sheet as at 31st March, 2011 and the Profit and Loss Accounts for the year ended 31st March, 2011 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year

Ended Ended

31-03-2011 31-03-2010

(Rs.) (Rs.)

Gross Income 32,525,266 57,764,736

Total Expenditure 29,841,361 57,421,683

Profit before Tax 2,683,905 343,053

Less : Provision For Tax 699,000 16,560

Less : Differed Tax (5,940) (1,454)

Profit after Tax 1,990,845 327,947

Profit / (Loss) brought from Previous Year 996,331 668,384

Balance carried to the Balance Sheet 2,987,176 996,331

PERFORMANCE :

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view to conserve the resources.

DIRECTORS :

Mr. Arvind Desai, Director the Company, is liable to retire by rotation, being eligible, offers himself for re- appointment.

The Board at its meeting on 15.01.2011 appointed Mr. Tilokchand M Kothari as Additional Director of the Company, will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 15.01.2011 appointed Mr. Dhananjay N Pathak as whole-time Director of the Company.

FIXED DEPOSITS :

The Company did not invite/accept/renew any fixed deposit during the year under review.

DEMATERIALISATION OF SHARES :

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES :

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Listing fees for Ahamedabad Stock Exchange Limited is pending.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re- appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage. The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that; 1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2011 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co- operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

For Visagar Financial Services Limited

Sd/-

Jasraj Rathi

Director

Place : Mumbai

Date : 07.09.2011

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Mar 31, 2010

THE MEMBERS,

INCA FINLEASE UMITED.

The Directors are pleased to present their 17™ Annual Report together with the Balance Sheet as at 31st March, 2010 and the Profit and Loss Accounts for the year ended 31st March/ 2010 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year

Ended Ended

31-03-2010 31-03-2009

(Rs.) (Rs.)



Gross Income 57,764,736 132,860,264

Total Expenditure 57,421,683 132,083,532

Profit before Tax 343,053 776,732

Less : Provision For Tax 16,560 0

Less : Differed Tax (1,454) 3,078

Less: Provision For FBT - 11310

Less:STT - 199,782

Profit after Tax 327,947 562^63

Profit / (Loss) brought from Previous Year 668,384 105,821

Balance carried to the Balance Sheet 996,331 668,384

PERFORMANCE:

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS:

Mr. Jasraj Rathi, Director the Company, is liable to retire by rotation, being eligible, offers himself for re- appointment.

FIXED DEPOSITS;

The Company did not invite/accept/renew any fixed deposit during the year under review.

PEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. 1NE3O9H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Company is regular in payment of annual listing fees to this Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1 B) of the Companies Act, 1956. Your Board recommend for their re- appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage. The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

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

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31,2010 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co- operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

For Inca Finlease Limited

Sd/-

Jasraj Rathi

Director

Place : Mumbai

Date : 07.09.2010