Directors Report of Voltaire Leasing & Finance Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs, in Lac)

Year ended Year Ended Financial HIGHLIGHTS 31.03.2015 31.03.2014

Revenue from Operations 1026.48 261.01

Profit before Tax & Extraordinary Items 28.99 35.71

Less : Provision for Taxation 8.88 11.25

Profit after Tax 20.11 24.45

Add: Profit brought forward from Previous Year 38.89 14.44

Balance carried forward 59.00 38.89

OVERVIEW OF ECONOMY

According IMF World Economic Outlook April, 2015, India ranks seventh globally in terms of GDP at current prices and is expected to grow at 7.5 per cent in 2016.

India's economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs 129.57 trillion (US$ 2.01 trillion) for the year 2014 compared to Rs 118.23 trillion (US$ 1.84 trillion) in 2013.

The steps taken by the government in recent times have shown positive results as India's gross domestic product (GDP) at factor cost at constant (2011-12) prices 2014-15 is Rs 106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$ 1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent. The economic activities which witnessed significant growth were 'financing, insurance, real estate and business services' at 11.5 per cent and 'trade, hotels, transport, communication services' at 10.7 per cent.

Stating that its great time to invest in India, Minister of State for Finance Mr. Jayant Sinha said the Indian economy has potential to become a US$ 4-5 trillion economy in the next 10-12 years.

PERFORMANCE HIGHLIGHTS & OUTLOOK

During the year, gross revenue from operations stood at Rs, 1026.48 Lac in comparison to last years' figure of Rs, 261.01 Lac. In term of Net Profit after Tax, the same has remained at Rs, 20.11 Lac in comparison to last years' Net Profit of Rs, 24.45 Lac.

The Company is in to the business of trading and investment activities in Securities Market and also doing financing activities.

Your Company is hopeful of doing better and better in coming years and will continue to be one of healthy and Profitable entrepreneur in coming years.

DIVIDEND AND RESERVES

In order to conserve resources and to meet the requirements of working capital, your Directors do not propose any dividend for the year under review.

During the year under review, no amount was being transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs, 4.118 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, Profits/(loss) and cash fows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit Qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defend under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in confect with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board; is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

management

During the year Mr. Dilip Patodia has taken over the management of the Company via Open Offer as per SEBI guidelines, after receiving approval from SEBI.

directors

During the year, Mr. Harivallabh Mundhra and Mr. Shreevallabh Mundhra, Directors of your Company, have been retired in preceding Annual General Meeting.

Further, Mr. Amlesh Sadhu has resigned from the Board w.e.f. 13th April 2015 after acquiring management of the Company by Mr. Dilip Patodia.

Further, none of the Directors of the Company are disqualifed under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re- appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

sl. date of date of no name designation appointment resignation

1. Mr. Harivallabh Mundhra Independent Director - 26th Sept 2014

2. Mr. Shreevallabh Mundhra Independent Director - 26th Sept 2014

3. Mr. Ravi Saraswat Independent Director 3rd July 2014 -

4. Mr. Harshad K. Adatiya CFO 16th October 2014 -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There is no significant and material order passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

directors responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed;

2. The Directors have adopted 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 of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology and deploy/absorb technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defnes the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defend in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

statutory auditors

The Auditors M/s. Maheshwari and Co. (FRN 105834W), Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 31st Annual General Meeting up to the conclusion of the 35rd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Maheshwari and Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Neha Poddar, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

internal auditors

The Company has appointed M/s. V. Khandelwal & Associates, Chartered Accountants, Kolkata (FRN 328663E), as Internal Auditors of the Company for the current financial year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PARTICULARS UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

Since the Company is into the Business of Financing and Investing activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company. Mumbai, May 27, 2015 By order of the Board

For Voltaire leasing & Finance limited

registered office :

F/2, 1st Floor, Shah Arcade 1, C Wing, diliP Patodia

Rani Sati Marg, Near W. E. Highway, (DIN : 01357786)

Malad (E), Mumbai - 400 097 managing director

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Mar 31, 2014

Dear Members,

We are delighted to present the 30th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31,2014.

FINANCIAL HIGHLIGHTS

Financial results ofthe company during the year vis-a-vis previous year are as follows: -

(Rs. in Lac)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Revenue from Operations 261.01 21.77

Profit before Tax & Extraordinary Items 35.71 4.97

Less : Provision for Taxation 11.25 1.74

Profit after Tax 24.45 3.23

Add: Profit brought forward from Previous Year 14.44 11.21

Balance carried forward 38.89 14.44

OVERALL PERFORMANCE & OUTLOOK

The Year 2013-2014 has brought a cheer for the Company and your Directors are pleased to announce say that the Company has registered significant growth both in term of Revenue and PBT/PAT.

During the year, gross income from operations has been increased significantly in term of percentage and marginal in term of figure; and stood at Rs. 261.01 Lac in comparison to last years'' figure of Rs. 21.77 Lac. In term ofNet Profit after Tax, the same has remained at Rs. 24.45 Lac in comparison to last years'' Net Profit of Rs. 3.23 Lac. In term of Revenue, the Company has registered a growth of 12 times and in term of Net Profit; the same is about 7.5 times.

The Company is in to the Business of Investment and Financing activities.

Your Company is hopeful of doing better and better in coming years and should remain as one of healthy and profitable entrepreneur in coming years.

DIVIDEND

In order to conserve resources and to plough back the profit into business, the Board has not recommended any dividend for the year under review.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and Companies (Acceptance of Deposits) Rules 1975 as amended upto date.

During the year, Mr. Dilip R. Patodia has been appointed as Additional Director, Executive in the meeting of Board of Directors held on 29th October, 2013.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Harivallabh Mundhra and Mr. Shreevallabh Mundhra, Directors of your Company, retires by rotation, are not offering themselves for re-appointments.

The Board recommends the appointment of directors pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ("AGM'') ofthe Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) ofthe Companies (Amendment) Act, 2000 the Directors confirm that:

1. That in the preparation of the annual accounts, for the year ended 31st March, 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. That the Directors had adopted 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 of the Company for that period;

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors had prepared the annual accounts for the financial year ended 31st March, 2014on a going concern basis.

AUDITORS

M/s. Rishikesh Mishra & Associates, Chartered Accountants, were the appointed as a Statutory Auditors of the Company at the Annual General Meeting of the company held on September 27, 2013 to hold office upto conclusion of next Annual General Meeting and M/s. Rishikesh Mishra & Associates has shown his unwillingness to re-appoint & submitted his resignation as Statutory Auditor ofthe Company w.e.f from the conclusion of 30th Annual General Meeting.

In place of existing Auditors, the Audit Committee has recommended M/s Maheshwari and Co. (FRN 105834W), Chartered Accountants, Mumbai for appointment to audit the accounts of the Company from the conclusion of the 30th Annual General Meeting up to the conclusion of the 35th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Maheshwari and Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company

FOREIGN EXCHANGE EARNINGS AND OUTGO

There is no inflow and outflow of Foreign Exchange

MANAGEMENT

There is no Change in Management of the Company during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the company under review is presented in separate section and forms part of the Directors'' Report.

REPORT ON CORPORATE GOVERNANCE

The Company has implemented the adequate procedure and adopted procedure in conformity with the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

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

The Company was in to the business of Investing in Securities Market as well as to provide financial assistance to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSOPBTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

ACKNOWLEDGEMENT

Your Directors wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your Directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company, bankers, vendors for its success.

By order of the Board Mumbai, May 20, 2014 For VOLTAIRE LEASING & FINANCE LIMITED

Registered Office : F/2, 1st Floor, Shah Arcade 1, AMLESH SADHU C - Wing, Rani Sati Road, (DIN : 00235198) Malad (E), Mumbai-400 097 MANAGING DIRECTOR

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 21.77 2.40

Profit before Tax & extraordinary item 4.97 0.30

Less : Provision for Taxation 1.74 0.06

Profit after Tax 3.23 0.24

Add: Profit brought forward from Previous Year 11.21 10.97

Balance carried forward 14.44 11.21



OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to further slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. In spite of unfavorable economic scenario, your Directors are pleased to inform you that your Company has done well for the year under review.

During the year, gross income from operations has been increased significantly in term of parentage and marginal in term of figure; and stood at Rs. 21.77 Lac in comparison to last years'' figure of Rs. 2.40 Lac. In term of Net Profit, the same has remained at Rs. 3.23 Lac in comparison to last years'' Net Profit of Rs. 0.24 Lac.

The Company is in to the Business of Investment and Financing activities.

Your Company is hopeful of doing well in coming years and should remain as one of healthy and profitable entrepreneur in coming years.

DIVIDEND

Due to inadequate profit and in order to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, Mr. Amlesh Sadhu has been appointed as Additional Director, Executive in the meeting of Board of Directors held on 3rd September 2012. Further, in Extra-Ordinary General Meeting held on 2nd November 2012, members of the Company have approved the appointment of Mr. Amlesh Sadhu as Chairman & Managing Director of the Company for a period of 3 years commencing from 5th October 2012.

During the year 4 Directors viz. Mr. Narayan S. Mody, Pramila A. Shelar, Pratik A Shroff, Sanathkumar S. Shetty have resigned from the Board w.e.f. 29th November 2012. Your Directors wish to place on record their appreciation for the guidance and inputs provided by all Directors viz. Mr. Narayan S. Mody, Pramila A. Shelar, Pratik A Shroff, Sanathkumar S. Shetty during his tenure as Director of your Company.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Shreevallabh Mundhra, Director of your Company, retires by rotation and is due for election at the ensuing Annual General Meeting. Mr. Shreevallabh Mundhra, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Shreevallabh Mundhra pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in to the business of Investment in Shares & Securities and into the financing activities, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Rishikesh Mishra & Associates, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

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

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing

Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.



Mumbai, May 30, 2013 By order of the Board

For VOLTAIRE LEASING & FINANCE LIMITED

Registered Office :

Bhagyodaya Building, 3rd Floor

79, N. M. Road, Fort AMLESH SADHU

Mumbai-400 023 Managing Director

---

Mar 31, 2009

The Directors are pleased to present their Annual Report and the Audited statements of accounts for the year ended 31st March 2009.

FINANCIAL RESULTS:

31.03.2009 31.03.2008 Rs. Rs.

Profit(Loss) for the year Before Tax 1,27,918.90) 19,809.91

Less : Provision for Income Tax for the year 0.00 2,244.00

Less : Provision for F.B.T. 0.00 550.00

Profit(Loss) After Tax (1,27,918.90) 17,015.91

Add. : Excess Prov. For I. Tax of prior year Reversed 0.00 0.00

(1,27,918.90) 17,015.91

Balance Brought Forward from last year 15,27,357.92 15,10,342.01

Balance Carried Forward to Balance Sheet 13,99,439.02 15,27,357.92

DIVIDEND :

To conserve the resources, the directors do not recommend declaration of any dividend.

DEPOSITS :

The Company has not accepted any loans or deposits from public in contravention of Sec.58A of the Companies Act, 1956 and rules framed under the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm that:

1. in preparation of annual accounts, the applicable accounting standards has been followed and there was no material deviation therefrom;

2. such accounting policies had been selected and applied consistently and such judgements and estimates had been made that there were reasonable and prudent so as to give a true and fair view, in the case of Balance Sheet, of the state affairs of the Company as at 31st March 2009 and in the case of Profit & Loss Account, the loss of the Company for the year ended on that date;

3. proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual account had been prepared on a going concerns basis.

DIRECTORS :

Mr. Harivallabh Mundhra, Director of the Company is liable to retire by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment.

AUDITORS:

The auditors, M/s. Mahendra Doshi & Associates, Chartered Accountants, retire at the conclusion of this Annual General Meeting. The members are requested to appoint the auditors and fix their remuneration.

COMPLIANCE CERTIFICATE FROM PRACTISING COMPANY SECRETARY UNDER SECTION 383A(1): :

In terms of Section 383A(1) of the Companies Act, 1956 the Compliance Certificate issued by M/s. S. S. Rauthan & Associates, the Practising Company Secretary is annexed hereto this report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION :

In view of the nature of business activities of the Company, the directors have nothing to report on conservation of energy, technology absorption.

FOREIGN EXCHANGE EARNING AND OUTGO:

Year ended on 31.03.2009 31.03.2008

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

PARTICULARS OF EMPLOYEES :

None of the employees of the Company is in receipt of remuneration of Rs.24,00,000/- or more per annum if employed for whole of the year or Rs.2,00,000/- or more per month if employed for a part of the year.

APPRECIATION :

The Directors place on record their appreciation for the services by the Employees of the Company and are grateful to the Companys Bankers, the Suppliers, Customers and Local Authorities for their continued valuable support and co-operation.

By Order of the Board of Directors SD/- REGISTERED OFFICE :

Chairman

226, Veena Beena Centre,

Guru Nanak Road, Bandra (W)

Mumbai - 400 050.

31st August, 2009