Directors Report of Boston Leasing and Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors are glad to inform that suspension in trading of Equity Shares of the Company has been revoked and is permitted for trading on BSE Ltd w. e. f. 12.08.2015 under "T" Group. Members of the Company will now have better liquidity for their investments.

The Directors feel pleasure in presenting their 31st Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2014-15 are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2014 - 15 2013 -14 Rs. Rs.

Total Revenue 11.85 14.44

Profit before Depreciation and Tax 3.76 3.62

Profit Before tax and exceptional items 3.76 3.62

Exceptional Items - -

Profit Before Tax 3.42 3.62

Current Tax 0.10 -

Deferred Tax - -

Excess in provision for current tax for earlier years. - -

Profit after Tax 3.32 3.62

Add: Balance Brought forward 3.13 (0.49)

Balance Carried to Balance Sheet 6.45 3.13

2. DIVIDEND:

During the Financial Year 2014-15, Company is able to earn nominal profits from business. Company wish to reinvest the profit for expansion of business and hence the Board of Directors have not recommended any dividend for Financial year 2014-15.

3. FINANCE

A. DEPOSITS AND LONG TERM BORROWINGS:

During the year, Company has not accepted any Deposits or long term borrowings from any party.

B. RELATED PARTIES TRANSACTIONS

During the year, Company has not entered in to any related party transactions and hence no such disclosures have been made in relevant section of Related Party Transactions.

4. SUBSIDIARIES AND JOINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment in Joint Venture.

5. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2014-15, the Board of Directors states that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profits for the year ended 31st March, 2015;

c) the Directors have taken proper and sufficient care for 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 preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness was observed.

7. AUDITORS:

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors) rules, 2014, the statutory auditor of the Company, is appointed for the term of six years commencing from the FY 2013-14 subject to confirmation by the members every year. The board recommends confirmation of appointment of M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor of the Company for the financial year 2015-16. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 139 (1) and section 141 of the Companies Act 2013. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

The observations contained in the Audit report for financial year 2014-15 submitted by M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad are self explanatory and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2014-15. A Secretarial Audit Report for FY 2014-15 is annexed herewith as

Annexure A.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

The Board has appointed M/s J Akhani & Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2015-16.

8. DIRECTORS AND KEY MANAGARIAL PERSONNEL:

APPOINTMENT AND RESIGNATION

Mr. Dhairya Thakkar Resigned as Company Secretary and Compliance officer of the company w. e. f. 10.06.2015. Board of Directors in their Board Meeting held on 10th July 2015 has appointed Ms. Zalak Gajjar as Company Secretary and Compliance officer of the Company u/s 203 of Companies Act 2013 and Listing Agreement.

Subsequent to the notification of section 149 of Companies Act 2013, during the year, the Board of Directors of the Company has appointed Ms. Rakhi Patel as Woman Independent Director w. e. f. 26.06.2015 and also appointed Mr. Nikhil Joshi as an independent Director w. e. f. 16.05.2014.

During the year, Mr. Shailesh Chandarana and Mr. Pankaj Jadav, Directors of the Company resigned from the board due to their preoccupation w. e. f. 16.05.2014 and 13.06.2015 respectively.

RE APPOINTMENT OF DIRECTORS

There are no Directors on the Board whose term expires at this 31st Annual General Meeting and hence the Board does not recommend any Reappointment of Directors.

DIRECTORS RETIRING BY ROTATION

Mr. Jinen Shah, a Director, whose terms of office is liable to determination by retirement of Directors by rotation under section 152 of Companies Act 2013 and being eligible offers himself for reappointment. Directors recommend his re appointment.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has received declaration from Independent Directors for FY 2014-15 confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under review, the Board met Eight times.

POLICY ON DIRECTORS' APPOINTMENT

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification / appointment of Directors which are as under:

Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should:

* Possess highest values, ethics and integrity.

* Not have any direct or indirect conflict with business operations.

* Be willing to devote time and efforts.

* Have relevant experience.

* Have understanding about corporate functionality.

* Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

* Board Members may suggest any potential person to the Chairman of the Company meeting the above criteria. If the chairman deems fit, recommendation will be made by him to NRC.

* Chairman himself can also recommend a person to NRC.

* NRC shall process and evaluate the proposal and shall submit their recommendation to Board.

* Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation

The Board considered and approved criteria for performance evaluation of itself and that of its committees and individual directors as follow:

Criteria for Board Evaluation:

* Focus on strategic decisions.

* Qualitative discussion and processes.

Criteria for Committee Evaluation:

* Fulfillment of allotted responsibilities.

* Effectiveness of recommendation, meetings.

Criteria for Independent and Non Independent Directors' evaluation:

* Contribution through their experience and expertise.

* Focus on Stakeholders' interest.

MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors was carried out as per process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards, was coordinated by the Chairman of Independent Directors' meeting for Board and Non-Independent Directors while the process of evaluation of the Independent Directors was coordinated by the Chairman of the Company.

Based on this, Chairman of the Company briefed the Board and each of the Individual Directors, as applicable.

9. REMUNERATION REMUNERATION POLICY

The Company has formulated the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration

* Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to General Managers & above employees), Conveyance Allowances / Reimbursement, Company's contribution to Provident Fund, Superannuation Fund, Gratuity, etc.

* Variable Pay, which is either in the form of:

Commission to Managing Directors and Commission to Whole-time Directors

B) Annual Appraisal process:

Annual Appraisals are conducted, following which annual increments and promotions in deserving cases are decided once in a year based on:

* Employees self-assessment

* Assessment by Immediate Superior and

* Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of

* Economic Rise based on All India Consumer Price Index published by the Government of India or Internal Survey wherein inflation on commonly used items is calculated.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors as follows:

* Sitting Fees of Rs. 2000/- for each meeting of the Board or any Committee thereof, attended by them;

* Reimbursement of Expenses incurred by Independent Directors for attending any meeting of the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As the Directors of the Company have not been paid any remuneration, disclosure under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.

10. AUDIT AND RISK MANAGEMENT:

During the year, the Board decided that the Audit Committee shall also carry out the role of Risk Management and so Audit Committee has been renamed as Audit and Risk Management Committee and also changed its terms of reference in this context.

COMPOSITION OF AUDIT COMMITTEE

Name of Director Category of Directorship

Mr. Pankaj Jadav Chairman - Independent Director

Mr. Jinen Shah Member - Non Executive Director

Mr. Nikhil Joshi Member - Independent Director

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy since March 2015 in compliance with Listing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for the Company. It has identified and assessed various risks factors, with potential impact on the Company in achieving its strategic objectives or may threaten its existence. The Policy lays down procedures for risk identification, assessment, monitoring, review and reporting. The Policy also lists the roles and responsibilities of Board and Risk Management Committee.

11. ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.

12. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement, Report on Corporate Governance forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to the Board's Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report form part of this Annual Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2014-15, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.

15. THE EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed to this Directors' Report.

16. APPRECIATION AND ACKNOWLEDGMENT

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

Place: Ahmedabad By order of the Board Date: 01st September 2015 For BOSTON LEASING AND FINANCE LIMITED

JINEN SHAH Reg. office: DIRECTOR AND CHAIRMAN

Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat - 360001 CIN:L65910GJ1984PLC007459 (E) [email protected] (W) www.bostonleasingandfinance.com

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Mar 31, 2014

Dear Members,

The Directors feel pleasure in presenting their 30th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2013-14 are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2013 - 14 2012 - 13 Rs. Rs.

Sales & Other Income 14.44 1.26

Financial Expenses 0.01 NIL

Depreciation NIL NIL

Profit / (Loss) Before Taxation 3.62 0.65

Provision for Income Tax NIL 0.17

Provision for Deferred Tax NIL NIL

Profit after Taxation 3.62 0.48

Prior Period Adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus brought forward (0.49) (0.98)

Balance Carried to Balance Sheet 3.13 (0.49)

OPERATIONS:

During the year, the company has maintained its business operations. However, the tough competitive market has decreased the profitability of the Company. The company anticipates more development in the business in the year to come. The company has applied for Listing of its securities on The Bombay Stock Exchange Limited in the interest of stakeholders.

DIVIDEND:

Due to lack of profits, the Directors do not recommend dividend.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A during the year under review.

DIRECTORS:

Mr. Janayash Desai, Director of the Company who is liable to retire by rotation at this Annual General Meeting and being eligible for reappointment, offers himself for reappointment. Mr. Rajeshkumar Akhani has resigned from the Company due to their preoccupation. During the period under review Mr. Jinen Shah was appointed as Additional Director w. e. f. 01.02.2014. On request from members received, their names are recommended for appointment as Director.

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors) rules, 2014, the statutory auditor of the Company, being chartered accountant shall hold the office in such capacity up to conclusion of Six Annual General Meetings subject to confirmation by the members every year. The board appoints M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor of the Company for the financial year 2014-15. The Company has received a letter to the effect that their appointment,if made, will be within the prescribed limits under section 139(1) and section 141 of the Companies Act 2013. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

The observations contained in the Audit report submitted by M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad are self explanatory and does not require any further explanation.

FURTHER ISSUE OF SHARES:

The Company has issued and allotted in aggregate 59,00,000 Equity shares of Rs. 10/- each at the price of Rs. 10/- each to 4 allottees. The shares have also been listed with the Ahmedabad Stock Exchange Ltd.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health and environment and safety. The Company takes at most care for the employees and ensures compliance with the Environment Act.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, the Company complies with all the conditions prescribed. As part of the Clause 49 requirement, Management Discussion and Analysis Report and Corporate Governance Report have been prepared and are annexed to Directors Report for the year 2013-14.

DIRECTORS' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(B) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO:

The details relating to technology absorption and foreign exchange earnings and outgo as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are as under.

Sr. No Particulars Foreign Exchange outgo (INR)

2013-14 2012-13

1 Raw Materials imported - -

2 Travelling Expenses - -

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

PLACE: AHMEDABAD BY ORDER OF THE BOARD DATE: 16. 04. 2014 FOR BOSTON LEASING AND FINANCE LIMITED

JANAYASH DESAI DIRECTOR

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Mar 31, 2013

Dear Members,

The directors feel pleasure in presenting their 29th Annual Report together with the Audited Statements of accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS:

During the year, the company has resumed the business and has earned Net profit of Rs. 0.69 Lacs compared to previous losses. The brief extracts of the financial results during the year are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2012 - 13 2011 - 12 Rs. Rs.

Sales & Other Income 1.26 0.44

Profit / (Loss) before Depreciation & Taxation 0.65 0.35

Less/(Add) : Depreciation 0.00 0.00

Profit / (Loss) before Taxation 0.65 0.35

Less/(Add) : Prior Period Adjustments 0.00 0.00

Less/(Add) : Taxes 0.17 (0.06)

Profit / (Loss) after Appropriation 0.48 0.29

Deferred Tax Asset / (Liabilities) 0.00 0.00

Add. : Balance Brought forward (0.97) (1.26)

Balance Carried forward to Balance Sheet (0.49) (0.97)

OPERATIONS:

Due to tough financial condition, the company is undergoing stressed phase to operate. It is under constant efforts to overcome the stringent condition. The Company hopes to come out of the stringent condition.

DIVIDEND:

As the Company, does not have any revenue generation, no dividend is recommended.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A from the public during the year under review.

DIRECTORS:

Shri Janayash Desai, being the Director of the Company, liable to retire by rotation, retires at the Annual General Meeting and being eligible for reappointment, offers himself for reappointment.

All the former Directors of the Company being Shri Pragnesh Panchal, Shri Raju Vyas, Shri Ramanbhai Jadav and Shri Pravin Patel, have ceased to be the members of the Board w. e. f. 10.07.2012, 01.02.2013, 01.02.2013, and 02.01.2013 respectively with the approval of the Board of Director of the Company. And the new Directors Shri Pankaj Jadav and Shri Rajesh Akhani has been appointed as Additional Directors on the Board of the Company w. e. f. 01.02.2013 and 26.02.2013 respectively.

STATUTORY AUDITORS:

M/s Mayur Shah & Associates, Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company have given his resignation due to his preoccupancy and hence M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad,having peer review is recommended for appointment as Statutory Auditor of the Company. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 224 (1-b) of the Companies Act 1956. The said auditors will be appointed as the auditors of the Company at the ensuing Annual General Meeting. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

AUDITORS' REMARKS:

The observations made by the statutory auditor are self explanatory in nature and does not require any comment thereon.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act 1956, the company having paid up capital of more than Rs. 10 Lacs and below Rs. 5 Cr. is required to obtain a Compliance Certificate from the Practicing Company Secretary confirming the compliance with the provisions of Companies Act 1956. Accordingly M/s. J. Akhani & Associates, the Practicing Company Secretary, Ahmedabad has been appointed to issue the Compliance Certificate to the Company for the financial year 2012-13. The Compliance certificate has been annexed to the Director Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(B) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2013 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

The details as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 read with section 217 (e) of the Companies Act 1956, have not been attracted in the Company during the year under review and so no comments are given in the report.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

For and on behalf of the Board of Directors

PLACE: AHMEDABAD SHAILESH CHANDARANA PANKAJ JADAV DATE: 03/09/2013

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Mar 31, 2012

Dear Members,

The directors feel pleasure in presenting their 28th Annual Report together with the Audited Statements of accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS:

During the year, the company has resumed the business and has earned Net profit of Rs. 0.28 Lacs compared to previous losses. The brief extracts of the financial results during the year are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2011- 12 2010-11 Rs. Rs.

Sales & Other Income 0.44 0.00

Profit / (Loss) before Depreciation & Taxation 0.35 (0.06)

Less/(Add) : Depreciation 0.00 0.00

Profit / (Loss) before Taxation 0.35 (0.06)

Less/(Add) : Prior Period Adjustments 0.00 0.00

Less/(Add) : Taxes (0.06) 0.00

Profit / (Loss) after Appropriation 0.29 0.00

Deferred Tax Asset / (Liabilities) 0.00 0.00

Add. : Balance Brought forward (1.26) (1.20)

Balance Carried forward to Balance Sheet (0.97) (1.26)

OPERATIONS:

Due to tough financial condition, the company is undergoing stressed phase to operate. It is under constant efforts to overcome the stringent condition. The Company hopes to come out of the stringent condition.

DIVIDEND:

As the Company, does not have any revenue generation, no dividend is recommended.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A from the public during the year under review.

DIRECTORS:

Shri Raju Vyas, being the Director of the Company, liable to retire by rotation, retires at the Annual General Meeting and being eligible for reappointment, offers himself for reappointment.

STATUTORY AUDITORS:

M/s Mayur Shah & Associates, Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold the office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 224 (1-b) of the Companies Act 1956. The said auditors will be appointed as the auditors of the Company at the ensuing Annual General Meeting. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

AUDITORS’ REMARKS:

The observations made by the statutory auditor are self explanatory in nature and does not require any comment thereon.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act 1956, the company having paid up capital of more than Rs. 10 Lacs and below Rs. 5 Cr. is required to obtain a Compliance Certificate from the Practicing Company Secretary confirming the compliance with the provisions of Companies Act 1956. Accordingly M/s. J. Akhani & Associates, the Practicing Company Secretary, Ahmedabad has been appointed to issue the Compliance Certificate to the Company for the financial year 2011-12. The Compliance certificate has been annexed to the Director Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(B) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2012 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2012 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

The details as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 read with section 217 (e) of the Companies Act 1956, have not been attracted in the Company during the year under review and so no comments are given in the report.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

For and on behalf of the Board of Directors

PLACE: VALSAD JANAYASH DESAI PRAGNESH PANCHAL DATE: 04/09/2012 MANAGING DIRECTOR DIRECTOR

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Mar 31, 2011

Dear Members,

Your directors feel pleasure in presenting their 27th Annual Report together with the Audited Statements of accounts for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars Current Year Previous 2010 - 11 Year Rs. 2009 - 10 Rs.

Sales & Other Income 0.00 0.00

Profit / (Loss) before Depreciation & Taxation (0.06) (0.10)

Less/(Add) : Depreciation 0.00 0.00

Profit / (Loss) before Taxation (0.06) (0.10)

Less/(Add) : Prior Period Adjustments 0.00 0.00

Less/(Add) : Taxes 0.00 0.00

Profit / (Loss) after Appropriation 0.00 0.00

Deferred Tax Asset / (Liabilities) 0.00 0.00

Add. : Balance Brought forward (1.20) (1.10)

Balance Carried forward to Balance Sheet (1.26) (1.20)

OPERATIONS:

Due to tough financial condition, the company is undergoing stressed phase to operate. It is under constant efforts to overcome the stringent condition. The Company hopes to come out of the stringent condition.

DIVIDEND:

As the Company, does not have any revenue generation, no dividend is recommended.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A from the public during the year under review.

DIRECTORS:

Shri Pragnesh Panchal, being the Director of the Company, liable to retire by rotation, retires at the Annual General Meeting and being eligible for reappointment, offers himself for reappointment.

STATUTORY AUDITORS:

The Company has received a declaration from M/s Mayur Shah & Associates, Chartered Accountant at Ahmedabad to the effect that their appointment, if made, will be within the prescribed limits under section 224 (1B) of the Companies Act 1956. The said auditors, if confirmed by the members in the general meeting, will be appointed as the statutory auditors of the Company for the financial year 2011-12. Hence, your Directors propose to appoint the Statutory Auditors as set out in the notice accompanying the Annual Accounts.

AUDITORS' REMARKS:

The observations made by the statutory auditor are self explanatory in nature and does not require any comment thereon.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383 A of the Companies Act 1956, the company having paid up capital of more than ' 10 Lacs and below Rs 5 Cr. is required to obtain a Compliance Certificate from the Practicing Company Secretary confirming the compliance with the provisions of Companies Act 1956. Accordingly M/s. J. Akhani & Associates, the Practicing Company Secretary, Ahmedabad has been appointed to issue the Compliance Certificate to the Company for the financial year 2010-11. The Compliance certificate has been annexed to the Director Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(B) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2011 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2011 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

The details as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 read with section 217 (e) of the Companies Act 1956, have not been attracted in the Company during the year under review and so no comments are given in the report.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

For and on behalf of the Board of Directors PLACE: VALSAD DATE: 22/08/2011 DIRECTOR DIRECTOR