Directors Report of GSB Finance Ltd.

Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the 31st Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2014

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31,2014 is summarized below:

(Rs. in Lacs)

2013-14 2012-13

Profit /(Loss) before Depreciation & Tax 14.66 109.61

Depreciation (1.60) (2.48)

Provision for Taxation (2.75) (22.58)

Differed Tax Expenses / (Savings) (0.12) 0.33

Deferred Tax Assets Written off (4.36) (14.25)

MAT Credit 22.42

Profit / (Loss) after Tax Available for Appropriation 28.49 69.97

Less:- Transfer to Special Investment Reserve (2.10) 17.00

Transfer to General Reserve 0.00 30.00

Add:- Balance brought forward from Previous Year 84.85 61.88

Balance Carried Forward 111.24 84.85

PERFORMANCE:

During the year company has achieved a turnover of Rs 914.07.Lacs as against the in the previous year at Rs. 11358.09 Lacs, During previous year due to general elections various uncertainty were prevailing about continuity of congress government in Centre and this factor adversely affected sentiment of security market due to it volatile was prevailing in security market and equity , mutual fund, equity derivatives affected and Directors are of the view that in spite of various constrain company has fared reasonably good. Profit Margin was under Pressure as market conditions were not favorable to equity trading.

ECONOMIC OUTLOOK:

FY 2013-14 was a challenging year. Now with the formation of stable government at centre the outlook for forthcoming year is highly good and global players also now started investing in Indian market, with the changed scenario Directors are hopeful that current year shall end with very positive effects allover subject to, if RBI is to control inflation and policies of new government is conducive to encourage Capitalization and Investment in core sector of the economy.

DIVIDEND:

The Board, for the year ended 31st March, 2014 in view of profit is required for reinvested in business hence regret to declare any dividend for the year.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. At previous meeting, M/s. S. K. Rathi & Co., Chartered Accountant, was appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said Statutory Auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re-appointment.

AUDIT REPORT:

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give 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 the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2014 on a "going concern" basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company''s shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

- Outgo - Nil (p.Y. Nil)

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, company''s bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

Registered Office: 815, Stock Exchange Tower, For and on behalf of the Board 8th Floor, Dalal Street, For GSB FINANCE LTD Mumbai - 400 001. Sd/- Place : Mumbai G. S. BIYANI Date : 30th May, 2014 Chairman

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Mar 31, 2011

The Members,

The Directors' have pleasure in presenting the 28th Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2011

FINANCIAL RESULT :

(Rs. In Lacs)

2010-2011 2009-2010

Profit /(Loss) before Depreciation & Tax (73.40) 341.23

Depreciation 1.79 1.69

Provision for Taxation 1.35 67.78

Deferred Tax Debit / (Credit) (19.47) (105.32)

MAT Credit (51.58) 0.00

Profit / (Loss) after Tax Available for Appropriation (5.49) 166.44

Less:- Transfer to Special Investment Reserve 0.00 35.00

Transfer to General Reserve 0.00 45.00

Add:- Balance brought forward from Previous Year 88.68 2.24

Balance Carried Forward 83.19 88.68

PERFORMANCE:

During the year company has achieved a turnover of Rs. 1219.10 Lacs as against the in the previous year at Rs. 1028.90 Lacs. However, as the market was very volatile, therefore, trading in equity derivatives not resulted in gain during the year and it affected profitability for the year.

ECONOMIC OUTLOOK:

The Indian economy has come through with resilience and strength in the year 2010-11. Swift and broad based growth has put the economy on to its pre-crisis growth trajectory. Dynamism in the rural economy due to scaled up flow of resources to rural areas has added to overall economic growth. Due to a better than average monsoon, agricultural sector performed reasonably well compared to previous year. Services sector also clocked robust performance.

KEY RISK FACTORS:

Key risk to economic growth forecasts come from inflation. WPI inflation accelerated from 11.04% in March 2010 to a high of 11.23% in April 2010 and continued around similar levels till June 2010. Inflation continued around 8% to 9% thereafter till date. Despite the Reserve Bank of India's (RBI) monthly assessment of WPI inflation coming down below 7.5% by March 2011, it read at 8.98% leading to a perception that RBI will continue rate hikes during the current fiscal as well.

MONETARY POLICY HIGHLIGHTS:

In the RBI Monetary Policy issued on May 3, 2011, RBI strongly expressed its view that controlling inflation is imperative to sustaining growth over the medium-term. As such, RBI signaled that the conduct of monetary policy will continue to condition and contain perceptions of inflation in the range of 4.0-4.5% to be in line with the medium-term objective of 3.0% inflation consistent with India's broader integration into the global economy. Instead of its earlier calibrated approach to fighting inflation, RBI took a large step hiking key policy rates by 50 basis points. Accordingly, the Repo and Reverse Repo rates have moved up to 7.25% and 6.25% respectively.

DIVIDEND:

The Board, for the year ended 31st March, 2011 in view of operating loss regret to declare any dividend for the year.

DIRECTORS:

Smt. Ritika S. Gupta and Shri. Sajjan Poddar, Directors of the Company retires by rotation at the forth coming Annual General Meeting under the provisions of Articles of Association of the Company and being eligible, offers themselves for re-appointment.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

M/S. S. K. Rathi & Co., Chartered Accountants who are the Auditors of the Company hold the Office till the conclusion of ensuing Annual General Meeting and express inability to continue to be appointed as Auditors for the next financial year, therefore Board of Director has recommended the appointment of M/s S.K.Rathi & Co., Chartered Accountants. The Company has received consent from the Auditors pursuant to Section 224 of the Companies Act, 1956.

AUDIT REPORT:

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give 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 the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2011 on a "going concern" basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company's shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

- Outgo - Nil (P.Y. Nil)

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, company's bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

For and on behalf of the Board For GSB FINANCE LTD

Sd/-

G.S.BIYANI Chairman

Date : 31st May, 2011 Place : Mumbai

Registered Office:

815, Stock Exchange Tower, 8th Floor, Dalal Street, Mumbai - 400 001.

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2010

FINANCIAL RESULTS: (Rs. in Lacs)

2009-2010 2008-2009

Profit before Depreciation & Tax 341.23 (384.55)

Depreciation 1.69 1.64

Provision for Taxation (Incl. Fringe Benefit Tax) 67.78 (3.38)

Deferred Tax Debit / (Credit) (105.32) 126.88

Profit / (Loss) after Tax 166.44 (259.41)

Less: Transfer to Special Investment Reserve 35.00 -

Transfer to General Reserve 45.00 -

Add: Transfer From General Reserve - 45.00

Add: Balance brought forward from Previous Year 2.24 216.66

Balance Carried Forward 88.68 2.25

PERFORMANCE:

ECONOMIC ENVIRONMENT

After witnessing slowdown in 2008-09, the global economy is slowly regaining with the large unprecedented interventions by governments. The speed of recovery, however, remains significantly divergent. However, the global economy faces several challenges such as high levels of unemployment, which are close to 10 per cent in the US and the Euro area. Despite signs of renewed activity in manufacturing and initial improvement in retail sales, the prospects of economic recovery in Europe are clouded by the acute fiscal strains in some countries.



INDIAN ECONOMY

During 2009-10, the Indian economy showed resilience with a broad based recovery. This was possible due to a rebound in industrial output, better prospects for the Rabi crop and continuing resilience of the services sector.

INDUSTRIAL SECTOR

The industrial sector recovered with the Index of Industrial Production (IIP) registering double digit growth during October 2009 February 2010 and IIP was at 15.1 per cent in February 2010. The growth was mainly driven by the manufacturing sector, with a weighted contribution of 88.8 per cent, higher than its weight of 79.4 per cent in the IIP.

EXTERNAL SECTOR

Indias external sector witnessed improvement with the recovery seen in the global economy as reflected in the turnaround in exports, buoyancy in capital inflows and further accretion to the countrys foreign exchange reserves. Exports recovered from 12 months of consecutive decline and posted an average growth of 20.5 per cent during November 2.009 February 2010. Imports also turned around and exhibited an average growth of about 43.0 per cent during December 2009-February 2010, mirroring the impact of strong recovery in growth.

EQUITY MARKETS

The activity in the primary segment of the domestic capital market displayed signs of revival in 02 and 03 of 2009-10. Stock prices displayed a continuous upward momentum throughout the year, except for some occasional corrections during the last two quarters caused by Dubai World default and the Greek

sovereign debt concerns. Following the optimism on account of measures announced in the Union Budget 2010-11 such as the roadmap for fiscal consolidation and PSU divestment, stock prices recorded further gains. As at end March 2010, the Sensex and the Nifty both registered gains of 81 per cent and 74 per cent, to close at 17528 and 5249 respectively.

The gains in stock prices were also led by the FN investments, while at the same time mutual funds turned net sellers. Flls made net purchases of US$23.7 billion in the Indian equity market during 2009- 10 (net sales of US$ 10.4 billion in 2008-09), while the mutual funds net sales during 2009-10 amounted to Rs. 10,512 crore(net purchases of Rs. 6,985 crore in 2008-09).

Your Company in the current year has shown good performance , by posting net operating profit before tax at Rs. 337.85 Lacs as against net operating loss at Rs. 382.91 Lacs in the previous year.

DIVIDEND: The Board for the year ended 31st March,2010 in view of operating previous loss regret to declare any dividend for the year.

DIRECTORS:

Shri Parasram Kabra and Shri.Yogesh Patel, Directors of the Company retires by relation at the forth coming Annual General Meeting under the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

M/S. S. K. Rathi & Co., Chartered Accountants who are the Auditors of the Company hold the Office till the conclusion of ensuing Annual General Meeting and express inability to continue to be appointed as Auditors for the next financial year, therefore Board of Director has recommended the appointment of M/ s S.K.Rathi & Co., Chartered Accountants . The Company has received consent from the Auditors pursuant to Section 224 of the Companies Act, 1956.

AUDIT REPORT

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give 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 the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2010 on a "going concern" basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Companys shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

PARTICULARS OF EMPLOYEES

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

Outgo - Nil (P.Y. Nil)



ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, companys bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

For and on behalf of the Board

For GSB FINANCE LTD.

Date: 31st May, 2010

Registered Office :

815, Stock Exchange Tower, Sd/-

8th Floor, Dalai Street, G. S. BIYANI

Mumbai - 400 001. Chairman