Directors Report of Citi Port Financial Services Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS (Rs. in lacs)

For the For the Particulars Year ended Year ended 31.03.2014 31.03.2013

Net Sales/income from operation 17.27 16.92

TOTAL INCOME 17.27 16.92

TOTAL EXPENDITURE 15.40 26.44

Profit/ (Loss) before depreciation & Financial Charges 1.87 (9.53)

Depreciation 0.04 0.04

Financial Charges 0.49 0.48

Profit Before Tax 1.33 (10.04)

Prior period items - -

Provision for tax 0.59 1.36

Deferred Tax 0.01 0.01

NET PROFIT / (LOSS) 0.74 (11.41)

Surplus Brought forward from previous years - -

Transfer to Special Reserve @ 20% - -

Amount available for appropriation - -

OPERATIONS:

During the financial year under review, your Company has achieved total income of Rs. 17.27 lakhs as against the previous year income of Rs. 16.92 lakhs and recorded net profit of Rs. 0.74 lakhs for financial year 2013-14 when compared to a net loss of Rs.11.41 lakhs during the previous year.

The Company is hopeful that this fiscal the economy will witness upward trend and good business and will experience a significant growth and profitability this year. However things are restoring to normalcy and the industry is recovering from the depression and your company would do better in the years to come.

DIVIDEND:

Your Directors do not recommend any Dividend for the financial year 2013-2014 as the company has nominal profit from the business operations.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member and public during the Financial Year.

DIRECTORS

Smt Madhavi Musnuru, Directors of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Pursuant to the provision of Section 149 and applicable provision of the Companies Act, 2013 read with rules thereon all independent directors of the company are seeking fresh appointment for 5 consecutive years commencing from ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 31st March, 2014 and of the profit and loss of the Company for that period;

(iii) that 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 2011, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. G.V.& Co, Chartered Accountant, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 5 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting.. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2013-14.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. VNS Srinivas, Chartered Accountant, Hyderabad, as the Internal Auditor of your Company. The Internal Auditor are submitting their reports on quarterly basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is under the business of investment and financing so the particulars of the Conservation of energy and Technology Absorption is NOT APPLICABLE

Foreign Exchange Earnings and Out go : NIL

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an ANNEXURE-- A

COMPLIANCE CERTIFICATE

Your Company has obtained the necessary Compliance Certificate as required in terms of Section 383A read with the Companies (Compliance Certificate) Rules 2001 of the Companies Act, 1956 for the financial year 2013-2014 from M/s P S Rao & Associates Practicing Company Secretaries and the same is given in ANNEXURE--B

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2013-2014 and a certificate from the Auditors of the Company are furnished as a part of this Annual Report

LISTING FEE:

Your Company''s shares are presently listed on the BSE Limited, Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited. The Company is regular in paying the listing fee to the Stock Exchanges.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board For CITIPORT FINANCIAL SERVICES LIMITED

Sd/- Sd/- Madhavi Musnuru Parthasarathi Prattipati Director Director Place: Hyderabad Date: 14.08.2014

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

(Rs In Lakhs)

For the For the Year ended Year ended 31.03.2013 31.03.2012

Net Sales/income from operation 16.92 16.88

TOTAL INCOME 16.92 16.88

TOTAL EXPENDITURE 26.45 12.01

Proft/ (Loss) before depreciation & Financial Charges (9.53) 4.87

Depreciation 0.04 0.04

Financial Charges 0.47 0.64

Proft Before Tax (10.04) 4.19

Prior period items

Provision for tax 1.36 1.47

Deferred Tax

NET PROFIT / (LOSS) (11.40) 2.72

Surplus Brought forward from previous years Transfer to Special Reserve @ 20%

Amount available for appropriation

OPERATIONS:

During the fnancial year under review, your Company has achieved total income of Rs. 16.92 lakhs as against the previous year income of Rs. 16.88 lakhs and recorded net loss of Rs. 11.40 lakhs for financial year 2012-13 when compared to a net proft of Rs. 2.72 lakhs during the previous year.

During the fnancial year under review due to the ongoing severe recession that the economy is witnessing in almost all the industries the company is able to achieve average revenues but has incurred loss on investment due to which the Company has recorded nominal loss in the current fnancial year

The Company is hopeful that this fiscal the economy will witness upward trend and good business and will experience a signifcant growth and profitability this year. However things are restoring to normalcy and the industry is recovering from the depression and your company would do better in the years to come.

DIVIDEND:

Your Directors do not recommend any Dividend for the fnancial year 2012-2013 as the company has incurred loss in the business operations.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the Financial Year.

DIRECTORS

Sri Ratan Kishan Musurnur and Sri Anil Kumar Talasila, Directors of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 31st March, 2013 and of the proft and loss of the Company for that period;

(iii) that 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 2011, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/ - per month or Rs.60,00,000/- per annum during the fnancial year.

AUDITORS:

M/ s. G. V. & Co, Chartered Accountant, Statutory Auditor of the Company retire at the ensuing Annual General Meeting and the Company has received a notice in writing from Mr. Grandhi Vittal Chartered Accountant that in the event of appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specifed in section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is under the business of investment and nancing so the particulars of the Conservation of energy and Technology Absorption is NA

Foreign Exchange Earnings and Out go: NIL

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an ANNEXURE-- A

COMPLIANCE CERTIFICATE

Your Company has obtained the necessary Compliance Certificate as required in terms of Section 383A read with the Companies (Compliance Certificate) Rules 2001 of the Companies Act, 1956 for the fnancial year 2012- 2013 from M/s P S Rao & Associates Practicing Company Secretaries and the same is given in

ANNEXURE--B

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2012-2013 and a certifcate from the Auditors of the Company are furnished as a part of this Annual Report ANNEXURE-C

LISTING FEE:

Your Company''s shares are presently listed on the BSE Limited, Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited. The Company is regular in paying the listing fee to the Stock Exchanges.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confdence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board For CITIPORT FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Date : 14-08-2013 MADHAVI MUSNURU PARTHASARATHI PRATTIPATI

Place: Hyderabad Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rs In Lakhs)

For the For the Year ended Year ended 31.03.2010 31.03.2009

Net Sales/income from operation 16.32 12.01

TOTAL INCOME 16.32 12.01

TOTAL EXPENDITURE 18.58 5.94

Profit/ (Loss) before depredation

&Finanrial Charges -2.26 6.07

Depredation -0.21 0.56

Finandal Charges

Profit Before Tax -2.47 5.50

Prior period items

Provision for tax 1.55 1.84

Deferred Tax

NET PROFIT/(LOSS) -4,02 3.66

Surplus Brought forward from previous years 18.03 15.47

Transfer to Sperial Reserve @ 20% - 1.10

Amount available for appropriation 14.01 18.03

DIVIDEND:

During the financial year under review Your Company has recorded a net loss; hence your Directors do not recommend any dividend for the Financial Year 2009-10.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the Financial Year.

DIRECTORS

Sri Parthasarathi Prathipatti and Sri Anil Kumar Talasila, Directors of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORSRESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the Financial Year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 31st March, 2010 and of the profit and loss of the Company for that period;

(iii) that 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

MANAGEMENT DISCUSSION & ANALYSIS

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. Grandhi Vittal, Chartered Accountant, Statutory Auditor of the Company retire at the ensuing Annual General Meeting and the company has received a notice in writing from Mr. Grandhi Vittal Chartered Accountant that in the event of appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in section 224(1B) of the Companies Act, 1956.

In the 17th Annual General Meeting of the Members held on 19th September, 2009, Company has received a notice under section 225 from a member for the appointment of M/s Grandhi Vittal, Chartered Accountant as Statutory Auditors of the Company in place of the retiring auditors and necessary resolution was passed by the members for the appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is under the business of investment and financing so the particulars of the Conservation of energy and Technology Absorption is NIL

Foreign Exchange Earnings and Out go: NIL

Pursuant to the provision of clause 49 of the listing agreement a report on Management Discussion & Analysis is set out as an ANNEXURE- A

COMPLIANCE CERTIFICATE

Your Company has obtained the necessary Compliance Certificate as required in terms of Section 383A read with the Companies (Compliance Certificate) Rules 2001 of the Companies Act, 1956 for the financial year 2009-2010 from M/s P S Rao & Associates Practicing Company Secretary same is given in ANNEXURE--B

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2009-2010 and a certificate from the Auditors of the Company are furnished as a part of this Annual Report

LISTING FEE:

Your Companys shares are presently listed on the Bombay Stock Exchange Limited, The Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited Company is regular in paying the listing fee to the Stock Exchanges.

REGISTRAR AND SHARE TRANSFER AGENT

During the Financial Year under review the Company has changed the Registrar and share transfer agent from M/s Skyline Financial Services Private Limited New Delhi to M/s Bigshare Services Private Limited, Hyderabad

SHIFTING OF REGISTERED OFFICE

As you are aware that the Company has passed necessary members resolution through Postal Ballot for shifting of Registered office from Chennai the State of Tamil Nadu to Hyderabad the state of Andhra Pradesh and the Company has received the Final order from the Company Law Board for Shifting of the registered office w.e.f 15.10.2009

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board

For CITIPORT FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Date : 11-08-2010 SURAJ THAMMINENNI PARTHASARATHI PRATTIPATI

Place: Hyderabad Director Director