Directors Report of Abhishek Finlease Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present 19th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2014.

Financial Results

The summarized financial results for the year ended 31st March, 2014 are as under:

Particular 31st March, 31st March, 2014 2013 Amount in Rs. Amount in Rs.

Profit /(Loss) before Dep. & taxation 883818 391579

Depreciation 231240 152856

Profit /(Loss) before taxation 652578 238723

Provision for Taxation 103000 68000

Profit /(Loss) after taxation 549578 170723

Prior Period expenses and Adjustments - -

Balance available for appropriation 549578 170723

Transferred to General Reserve 109915 34145

Balance carried to Balance sheet 439663 136578

Dividend:

Due to insufficient profits Your Directors do not recommend any dividend for the year under review.

Directors:

After the closure of the year, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dharmesh K. Patel and Mr. Prashant N. Barot were appointed as Additional Directors designated as Independent Directors w.e.f. 05th June, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing them for appointment as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

After closure of the year, Mr. Dharmesh K. Lakhani and Mrs. Lataben D. Lakhani, Non-executive Directors of the Company have resigned from the Directorship of the Company w.e.f. 05th June, 2014. The Board places on record its gratitude for the services rendered by Mr. Dharmesh Lakhani and Mrs. Lataben Lakhani during their tenure as members of the Board.

Mr. Mahendrabhai M. Shah, Director of the company who is liable to retire by rotation, being eligible for reappointment, offers himself for reappointment.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are annexed to this Report.

Directors'' Responsibility Statement:

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

1. in preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. the Directors had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss 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.

4. the Directors had prepared the Annual Accounts on a going concern basis.

Disclosures under Section 217(1)(d) of the Companies Act, 1956:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Transfer to Reserves in terms of Section 217(1)(b) of the Companies Act, 1956:

For the financial year ended 31st March, 2014, the Company has not transfer any sum to Reserves except as per the applicable norms of RBI. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

Particulars of Employees:

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors :

M/s. Bhagat & Co., Chartered Accountants, having its office at Ahmedabad, will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. Your directors recommends their re-appointment as Statutory Auditors of the Company for the next financial year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Acknowledgements :

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

By Order of the Board of Directors

Place: Ahmedabad Mr. Mahendrabhai M. Shah Date: 05th June. 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members,

vour Directors are pleased to present 18th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2013.

Financial Results

The summarized financial results for the year ended 31st March, 2013 are as under:

Particular 31st March, 31st March, 2013 2012 Amount in Rs. Amount in Rs.

Profit /(Loss) before Dep: & taxation 391579 210031

Depreciation 152856 133002

Profit /(Loss) before taxation 238723 77029

Provision for Taxation ' 68000 40000

Profit /(Loss) after taxation 170723 37029

Prior Period expenses and Adjustments -- --

Balance available for appropriation 170723 37029

Transferred to General Reserve 34145 23613

Balance carried to Balance sheet 136578 13416

Dividend:

Due to insufficient profits, your Directors do not recommend any dividend for the year under review,

Directors:

During the year under review Mrs. Vasantbala M. Shah, Director of the Company have resigned from the Directorship of the Company w.e.f. 01st April, 2013. The Board places on record its gratitude for the services rendered by Mrs. Vsantbala M. Shah during her tenure as member of the Board.

During the year, pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of-Association of the Company, Mr. Dharmesh K. Lakhani and Mrs. Lataben D. Lakhani were appointed as Additional Directors w.e.f. 01st April, 2013 and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing them for appointment Directors. The Board recommend their appointment as Directors.

Mr, Sanket M. Shah, Director of the company wbo is liable to retire by rotation, being eligible for reappointment, offers himself for reappointment.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding thq compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are annexed to this Report.

Directors' Responsibility Statement:

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

1. in preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. the Directors had selected such Accounting Policies and applied them . consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss 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.

4. the Directors had prepared the Annual Accounts on a going concern basis.

Disclosures under Section 217flHd) of the Companies Act, 1956;

Except as disclosed elsewhere in this report, there have been no material . changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Transfer to Reserves in terms of Section 217(1 )(b) of the Companies Act. 1956:

For the financial year ended 31st March, 2013, the Company had not transfer any sum to Reserves except as per the RBI Norms. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

Particulars of Employees;

There are no employees in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors :

The Statutory Auditors of the Company, M/s. Bhagat & Co, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for re- appointment. -The retiring Auditors have furnished a certificate of their eligibility for re-appointment under section 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue. The Board of Directors recommend the reappointment as Statutory Auditors of M/s. Bhagat & Co, Chartered * Accountants for the financial year 2013-14 for shareholder's approval.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 217(l)(e) of the Companies Act, 1956 fn respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the y£ar under review, the Company has neither earned nor used any foreign exchange. '

Acknowledgements :

We thank our Shareholders, bankers and Business associates at all levels for the continuing'support during the year. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the Board of Directors

Mr. Mahendrabhai M. Shah Chairman and Managing Director

Place: Ahmedabad Date: 05/08/2013

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Mar 31, 2012

Dear Members,

Your Directors are pleased to present 17th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2012.

Financial Results

The summarized financial results for the year ended 31st March, 2012 are as under:

Particular 31st March, 31st March, 2012 2011 Amount in Rs. Amount in Rs.

Profit /(Loss) before Pep, & taxation 210031 259244

Depreciation 133002 144202

Profit /(Loss) before taxation 77029 115042

Provision for Taxation 40000 34000

Profit /(Loss) after taxation 37029 81042

Prior Period expenses and Adjustments -- --

Balance available for appropriation 37029 81042

Transferred to General Reserve 23613

Balance carried to Balance sheet 13416 81042

Dividend:

Due to insufficient profits, your Directors do not recommend any dividend for the year under review.

Directors:

Mrs. Vasantbala M. Shah, Director of the company who is liable to retire by rotation, being eligible for reappointment, offers herself for reappointment.

Directors' Responsibility Statement:

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

1. in preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. the Directors had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the, financial year and of the profit or loss 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 of1 the company and for preventing and detecting fraud and other irregularities.

4. the Directors had prepared the Annual Accounts on a going concern basis.

Corporate Governance

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stimulated under Clause 49 of the Listing Agreement are annexed to this Report.

Disclosures under Section 217 (1)(d) of the Companies Act, 1956:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Transfer to Reserves in. terms of Section 217(l)(b) of the Companies Act. 1956:

For the financial year under review, the Company has not transfer any sum to Reserves except as per the RBI Norms.

Particulars of Employees:

There are no employees in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors :

The Statutory 'Auditors, of the Company, M/s. Bhagat & Co, retire at the conclusion of the ensuing Annual General Meeting, and are eligible for re- appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under section 224 (IB) of the Companies Act, 1956 and have indicated their willingness to continue. The Board of Directors recommend the reappointment as Statutory Auditors of M/s. Bhagat & Co, Chartered Accountants for the financial year 2012-13 for shareholder's approval.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 217(l)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during .the year under review, the Company has neither earned nor used any foreign exchange.

Acknowledgements :

We thank our Shareholders, bankers and Business associates at all levels for the continuing support during the year. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By Order of the Board of Directors

Mr. Mahendrabhai M. Shah Chairman and Managing Director

Place: Ahmedabad Date:, 09/08/2012