Directors Report of Gujarat Lease Financing Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 32nd Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The highlights of the financial results are given below:

(Rs. in lacs)

Particulars Year ended Year ended 31.3.2015 31.3.2014

Other Income 2.37 1.67

Profit on sale of assets 17.18 -

Total Revenue 19.55 1.67

Expenses :

Administrative & other expenses 22.39 13.51

Profit/(Loss) for the year before Depreciation. (2.84) (11.84)

Depreciation 4.12 1.57

Profit/(Loss) Before taxation (6.96) (13.41)

Tax Expenses 0.00 0.00

Profit/ (Loss)After Taxation (6.96) (13.41)

YEAR UNDER REVIEW

It may be observed from the Profit and Loss Account that other income during the year is Rs. 19.55 lacs that includes Interest on bank deposits of Rs 2.37 lacs as against Rs 1.67 lacs for the previous year and Rs.17.18 from profit on sale of part office at Baroda (Fixed Assets).

GLFL has no source of income other than interest on Bank deposit while it has to meet the administrative expenses to run the company. Major expenses include Securities Listing Fees to stock exchanges and custodian fees to CDSL & NSDL, remuneration to Key Managerial Personnel appointed in accordance with the applicable provisions of the Companies Act, 2013, Printing & Postage of Annual Reports and professional and Legal expenses.

After meeting the expenses, the Company incurred loss of Rs 6.96 lacs against the loss of Rs 13.41 lacs in the previous year.

Your company is not accepting the Public deposit since 1999-2000. During the year 2010-11, Reserve Bank of India (RBI) changed Certificate of Registration from Category 'A' as Deposit Accepting Company to Category 'B ' as Non Deposit Accepting company.

During the year 2004-05, the Hon'ble High Court of Gujarat had sanctioned the scheme of Compromise and Arrangement under section 391 of the Companies Act 1956, to discharge the liability of the Banks. Your company had released payment as per the court order. Approval in respect of deed of assignment of receivables is still awaited from the banks.

As per the Court's order, the income received pertaining to assigned assets after July, 2004 is transferred to the consortium of banks. Subsequent to the court's order, GLFL has recovered Rs.475 lacs till date from the charged assets and deposited with the member banks.

It is worthwhile to note that the company has no external debts at the end of the year.

FIXED DEPOSITS

The company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31st March, 2015.

TRANSTER TO THE INVESTOR EDUCATION FUND

The company does not have any liability towards unclaimed Fixed Deposits, Debentures and other liabilities. The liability have been discharged / transferred on completion of prescribed period to the Investor Education and Protection Fund.

SUBSIDIARIES

The Company has three subsidiary companies viz. GLFL Housing Finance Limited, GLFL Securities Limited and GLFL International Limited.

* GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio, along with liabilities, in favour of LIC Housing Finance Ltd., recovery from balance accounts has been the main thrust area during the year. The company has incurred the loss of Rs. 4.25 lacs against the loss of Rs 0.53 lacs, during the previous year.

* GLFL Securities Limited

The company has incurred loss of Rs.0.58 lacs due to increase in the administrative expenses.

* GLFL International Limited

The Company has yet not commenced business.

FINANCIAL PERFORMANCE OF SUBSIDIARIES: (Rs. in Lacs)

Particulars GLFL Housing Finance Limited GLFL Securities Limited

For the year For the year For the year For the year ended on ended on ended on ended on 31st March, 31st March, 31st March, 31st March, 2015 2014 2015 2014

Total Income 2.29 2.78 3.38 29.93 Profit/(Loss) before

Depreciation, (3.88) (0.42) (0.57) 19.06 Interest and Tax

Depreciation 0.37 0.11 0.00 0.00

Interest 0.00 0.00 0.00 0.00

Profit before (4.25) (0.53) (0.57) 19.06 Tax

Current Tax - - - 0.66

Particulars GLFL International Limited

For the year For the year ended on ended on 31st March, 31st March, 2015 2014

Total Income 0.00 0.00 Profit/(Loss) before

Depreciation, (0.31) (0.11) Interest and Tax

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit before (0.31) (0.11) Tax

Current Tax - -

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Subsequent to the notification of Section 149 and other applicable provisions of the Companies Act 2013, the shareholders have at the 31st Annual General Meeting of the Company, held on 21st July, 2014, appointed the existing Independent Directors - Shri Vasant A. Shah and Shri Surendra M. Shah for a term of three consecutive years ending 31st March, 2017. The Shareholders have, in the same meeting, also approved the re-appointment of Shri Pradip J. Mehta as Director-in- charge of the Company w.e.f 27th July, 2014 for a term of two years.

Subsequently, Shri Pradip J. Mehta has resigned from the position of Director-in-charge w.e.f. 20th January, 2015 and continued as Non-executive Director of the Company pursuant to recent changes in the provisions of the Company Law for balancing composition of Board.

Also, Shri Pankaj J. Patel, nominee of Gujarat Industrial Investment Limited (GIIC) has resigned as director of the Company effective from 28th February, 2015 due to his resignation from GIIC. Shri Ashok B. Shah, nominee of GIIC has resigned as Director of the Company effective from 18th February, 2015 upon nomination of Shri Yogesh K. Vyas in his place by GIIC. Shri Yogesh K. Vyas has been appointed as Additional Director effective from 30th March, 2015.

The Board has also appointed Smt. Sahana Rao as an Additional Director effective from 30th March, 2015.

During the year under the review, the Board has appointed following persons as Whole-time Key managerial personnel (KMP) of the Company:

1) Shri Anil K. Jhaveri as Non-Board Member Chief Executive Officer

2) Shri Janak J. Mehta as Chief Financial Officer

3) Shri Ankit P. Patniya as Company Secretary and Compliance Officer

Shri Harnish Patel, director of the Company retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as director as detailed in the notice convening the Annual General Meeting. The Board had appointed Shri Harnish Patel as Director-In-Charge for a period of two years, as detailed in the notice convening the Annual General Meeting, subject to approval of the shareholders.

For your perusal, a brief resume and other relevant details of Shri Harnish Patel, Shri Yogesh K. Vyas and Smt. Sahana Rao, are given in the Explanatory Statement to the Notice convening the Annual General Meeting and in the corporate Governance Report.

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. The Directors are also being provided with an option to participate in meeting through video conferencing or other audio visual technologies, keeping in view the applicable provisions of the the Companies Act, 2013 and Listing Agreement. During the year under the review, the Board met five times.

AUDIT COMMITTEE

During the year under review the Board has re-constituted the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and Equity Listing Agreement. The composition and terms of reference of the Audit Committee is as under:

Name of the Director Category of Directorship No. of meetings attended

Shri Surendra M. Shah Independent Director 4 Chairman

Shri Vasant A. Shah Independent Director 4

Shri Ashok B. Shah* Non-Executive Director 4

Shri Pankaj J. Patel * Non-Executive Director 4

*Resigned from the Company w.e.f 18.02.2015 and 28.02.2015 respectively and accordingly ceased to be member of the Committee.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Company, which is an extension of the Code of Business Conduct through which the Company seeks to provide a mechanism for the Stakeholders to disclose their concerns and grievances on Unethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. The Company shall oversee the vigil mechanism only through the Audit Committee. If any of the members of the Audit Committee have a conflict of interest in a given case, they should resuse themselves and the others in the Committee would deal with the matter on hand.

The Policy provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in Good Faith and any Stakeholder assisting the investigation. It also provides the detailed scope and role of Whistle Blower and the manner in which concern can be raised. Further, the Policy contains provisions relating to investigation of the protected disclosures, protection to the whistle blower, decision by CFO, CEO or Audit Committee and reporting & monitoring by the Company.

The policy has been placed on the website of the company at the below link:

http://www.gujaratleasefinancing.co.in/>policies

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 AND PERFORMANCE EVALUATION:

The company has discontinued it operation since FY 1999-2000 and considering to the financial conditions of the Company, none of the directors are being paid any remuneration. However during the year the company has appointed Key Managerial Personnel in compliance of the section 203 of the Companies Act, 2013 and they are being remunerated in accordance with their terms of appointment.

Considering the above facts, during the year under review the Company has not formulated Remuneration Policy, Criteria for determining/appointing directors and senior management, Evaluation Criteria. However the Company shall formulate suitable remuneration policy and such criteria in due course.

FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the company's website and a web link thereto is given below:

http://www.gujaratleasefinancing.co.in/>policies

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

A separate report on Corporate Governance and Management and Analysis forms part of Annual Report and the certificate from the Company's Auditors regarding compliance of conditions of Corporate Governance is annexed to the Corporate Governance Report.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed M/s. Rajesh Parekh & Co., Company Secretaries, Ahmedabad as Secretarial Auditor of the Company for FY 2014-15. A Secretarial Audit Report provided by M/s. Rajesh Parekh & Co. is annexed with the Board's report as Annexure A.

AUDITORS' REPORT

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors' qualifications.

AUDITORS

M/s. C.C. Chokshi & Co., Chartered Accountants, the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139 (1) of the Companies Act, 2013 read with applicable rules. The Board of Directors recommends their re-appointment for one year until the conclusion of next AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for the year 2014-15, the Board of Directors state that

a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 for the financial year ended on 31st March, 2015 and of the profit and loss of the company for that period;

c) the directors had 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 directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

Shri Surendra M. Shah and Shri Vasant A. Shah, Independent Directors of the Company have given their declarations to the Board that they meet the criteria of Independence as provided under the applicable provisions of the Companies Act, 2013 and Listing Agreement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transaction Policy has been devised by the Board of Directors at its meeting held on 20th January, 2015. The said policy may be referred to, at the Company's official website at the below web link:

http://www.quiaratleasefinancinq.co.in/>policies

During the year under the review there have been no related party transactions.

INTERNAL FINANCIAL CONTROLS

The Company has its internal financial control systems commensurate with operations of the company, However as the operations of the Company has been discontinued since long no internal financial control framework in place. The managements regularly monitors and controls to address safeguarding of its assets, prevention and detection of frauds and errors, controls to monitor accuracy and completeness of the accounting records including timely preparation of reliable financial information.

RISK MANAGEMENT POLICY

Considering the present conditions of the company the company has yet to formulate the risk management policy, however the Board are being regularly provided with information which may have potential threat of risk as and when required, However the company shall formulate suitable Risk Management Policy in due course.

PARTICULARS OF EMPLOYEES

The information required underpursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided below:

1. The ratio of the remuneration of each director to the median employee's remuneration:

No directors is being paid any remuneration except the sitting fees to Independent Directors only, hence no ratio is worked out.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: The Company has appointed Key Managerial Personnel during the year under the review, hence the percentage increase not calculated.

3. The percentage increase in the median remuneration of employees in the financial year: 10%

4. The number of permanent employees on the rolls of company: 3 employees as on 31st March, 2015.

5. The explanation on the relationship between average increase in remuneration and company performance:

The Company has discontinued its business operation since the FY 1999-2000 hence performance evaluation of the Company could not done. The Company does not have any operational income. The Company pays remuneration to its 3 employees who have been appointed as Key Managerial Personnel during the year in accordance with applicable provisions of the Companies Act, 2013.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:Refer point no. 5

7. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Market Capitalization BSE NSE

31.3.2015 Rs. 5.78 Crs Rs. 5.78 Crs (@ Rs. 2.13 per (@ Rs. 2.13 per share) share)

31.3.2014 Rs. 3.11 Crs Rs. 3.11 Crs (@ Rs. 1.5 per (@ Rs. 1.15 per share) share)

P/E Ratio BSE NSE

31.3.2015 3.26 times 3.26 times

31.3.2014 (0.11) times (0.11) times

The shares of the company are not frequently traded.

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year: Not applicable

9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:Refer point no. 5

10. The key parameters for any variable component of remuneration availed by the directors: Not applicable

11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:Not applicable

12. Affirmation that the remuneration is as per the remuneration policy of the company: Refer point no. 5. The Company does not have employee under the category as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014.

THE EXTRACT OF THE ANNUAL RETURN (sec 134 (a))

The details forming part of the extract of the Annual Return in Form MGT 9 are attached as Annexure B to this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange earning and Outgo.

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

ACKNOWLEDGEMENTS

Your Directors are grateful to RBI, GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company in the difficult period.

Ahmedabad For and on behalf of the Board Date :- 19-05-2015

(Harnish Patel) (Pradip Mehta) (Director-In-Charge) (Director) (Din : 00114198) (Din : 00254359)

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Mar 31, 2013

The Directors present the 30th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results are given below:

(Rs. in lacs)

Particulars Year ended Year ended 31.3.2013 31.3.2012

Income from operation 0.00 0.00

Other Income '' 1.73 2.49

Total Revenue 1.73 2.49

Expenses : Administrative & other expenses 16.82 16.46

Loss for the year before Depreciation (15.09) (13.97)

Depreciation 1.62 1.73

Loss before taxation (16.71) (15.70)

Tax Expenses 0.00 0.00 .

Excess/(Short) provision of Tax of earlier year 0.00 (0.09)

Loss after Taxation (16.71) (15.79)

YEAR UNDER REVIEW

It may be observed from the Statement of Profit and Loss that income during the year is Rs 1.73 lacs as against last year income of Rs2.49 lacs. The income for the year under review includes interest on bank deposits.

GLFL has no source of income other than interest on Bank deposit while it has to meet the administrative expenses to run the company. Major expenses include listing fees to stock exchanges, custodian fees to CDSL & NSDL and printing & postage of Annual Reports. .

After meeting the expenses, the Company incurred loss of Rs 16.71 lacs as against loss of Rs 15.79 lacs in the previous year.

Your company is not accepting the Public deposit since 1999-2000. During the 2010-11, Reserve Bank of India (RBI) changed Certificate of Registration from Category ''A'' as Deposit Accepting Company to Category ''B '' as Non Deposit Accepting company.

During the year 2004-05, the scheme of compromise and arrangement under section 391 of the Companies Act to discharge the liability of the Banks was sanctioned by the Hon''ble High Court of Gujarat. Your company has released payment as per the court order. Approval in respect of deed of assignment of receivables is awaited from the banks.

As per the court''s order, the income received pertaining to assigned assets after July,.2004 is transferred to the consortium of Banks. Subsequent to the court''s order, GLFL has recovered Rs.475 lacs till date from the charged assets and deposited with the member banks.

It is worthwhile to note that the company has no external debts at the end of the year.

FIXED DEPOSITS

The company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31st March, 2013. -

TRANSTER TO THE INVESTOR EDUCATION FUND

The company does not have any liability towards unclaimed Fixed Deposits, Debentures and other liabilities. The liability has been discharged / transferred on completion of prescribed period to the Investor Education and Protection Fund, formed by the Central Government.

SUBSIDIARIES

GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio, along with liabilities, in favour of LiC Housing Finance Ltd., recovery from balance accounts has been the main thrust area during the year. The company has incurred loss of Rs 2.19 lacs as against the profit of Rs 2.34 lacs, during the previous year.

GLFL Securities Limited

The company has earned marginal profit of Rs.0.09 lacs mainly on account of sale of shares held by the company.

GLFL international Limited

The Company has yet not commenced business.

EMPLOYEES

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

DIRECTORS

The Board in its meeting held on 27-7-2012 appointed Shri Pradip J Mehta as Director In Charge of the company. On the same day, Shri Viren Thakkar has resigned from the Board. The Board of Directors appreciated the contribution made by Shri Thakkar, during his tenure.

The Board proposed the appointment of Shri Pradip J Mehta as Director in Charge at the ensuing General Meeting.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri S.M. Shah and Shri Ashok B Shah, Directors of the Company retire by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Company''s Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS'' REPORT

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors'' qualifications.

AUDITORS

The Auditors, M/s C.C. Chokshi & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee in their meeting held on 27th May, 2013 has recommended the reappointment of M/s. C.C. Chokshi & Company, Chartered Accountants, as Auditors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 271 (2AA) of the Companies Act,1956 in relation to the financial statements for the year 2012-13, the Board of Directors state that:

1. In preparation of the annual accounts, the applicable accounting standards, as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures;

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the loss of the Company for the year;

3. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the Company and to prevent fraud and irregularities and

4. Directors have prepared accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are grateful to RBI, GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company in the difficult period.

For and on behalf of the Board

Date : 27-05-2013

Place : Ahmadabad Directors/ Chairman

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Mar 31, 2012

The Directors present the Twenty Ninth Annual Report of your Company together with the Audited Accounts for the year ended on 31stMarch, 2012.

FINANCIAL RESULTS

The highlights of the financial results are given below:

(Rs. in lacs)

Particulars Year ended Year ended

31.3.2012 31.3.2011

Other Income 2.49 1.39

Provision written back as no longer required 0.00 16.25

Total Revenue 2.49 17.64 Expenses ;

Administrative & other expenses 16.46 15.65

(Loss)/Profit for the year before Depreciation. (13.97) 1.99

Depreciation . 1.73 1.83

(Loss)/Profit before taxation (15.70) 0.16

Tax Expenses 0.00 0.00

Short provision of Tax of earlier year (0.09) 0.00

(Loss)/Profit After Taxation (15.79) 0.16

YEAR UNDER REVIEW

It may be observed from the Profit and Loss Account that income during the year is Rs 2.49 lacs as against last year income of Rsl.39 lacs. The income for the year under review includes interest on bank deposits. During the previous year, company had written back provision of Rs. 16.25 lacs as the same was no longer required written back, due to sale of investment.

GLFL has no source of income other than interest on Bank deposit while it has to meet the administrative expenses to run the company. Major expenses include listing fees to stock exchanges and custodian fees to CDSL & NSDL and printing & postage of Annual Reports.

After meeting the expenses, the Company incurred the loss of Rs 15.79 lacs against the marginal profit of Rs 0.16 lacs in the previous year.

Your company is not accepting Public deposit since 1999-2000. During the year , Reserve Bank of India (RBI) has changed Certificate of Registration from Category 'A' as Deposit Accepting Company to Category 'B 1 as Non Deposit Accepting company effective from 23rd December,2011.

During the year 2004-05, the scheme of compromise and arrangement under section 391 of the Companies Act 1956 to discharge the liability of '

the banks was sanctioned by the Hon'ble High Court of Gujarat. Your company has released payment as per the court order. Approval in respect of deed of assignment of receivables is awaited from the banks.

As per the court's order, the income received pertaining to assigned assets after July, 2004 is transferred to the consortium of Banks. Subsequent to the court's order, GLFL has recovered Rs.475 lacs till date from the charged assets and deposited with the member banks.

It is worthwhile to note that the company has no external debts at the end of the year.

FIXED DEPOSITS

The company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31st March, 2012.

TRANSTER TO THE INVESTOR EDUCATION FUND

The company does not have any liability towards unclaimed Fixed Deposits, Debentures and other liabilities. The liability have been discharged / transferred on completion of prescribed period to the Investor Education and Protection Fund, formed by the Central Government.

SUBSIDIARIES

GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio, along with liabilities, in favor of LIC Housing Finance Ltd., recovery from balance accounts has been the main thrust area during the year. The company has been able to recover Rs 6.54 lacs, (Rs 2.40 lacs) from the overdue /NPA accounts, during the year under report. The company has earned the profit of Rs.2.34les mainly on account of recovery from written off and NPA accounts as against the profit of Rs 0.39 lacs, during the previous year.

GLFL Securities Limited

The company has incurred loss of Rs. 1.78 lacs mainly on account of decrease in the value of shares held by the company.

GLFL International Limited

The Company has yet not commenced business.

EMPLOYEES

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

DIRECTORS ,

The Board in its meeting held on 13-7-2011 appointed Shri Pankaj J Patel as an Additional Director of the Company. On the same day, Shri Shri

S.M. Khanjiwala has resigned from the Board. The Board of Directors appreciated the contribution made by him, during his tenure. Board also place on record sincere appreciation for the valuable services rendered by Shri S.M. Khanjiwala during his tenure as Director. Additional Director is proposed to be re-appointed as Director in the ensuing General Meeting. .

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri VA.Shah and Shri Harnish Patel, Directors of the Company retire by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company's Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS' REPORT

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors' qualifications.

AUDITORS

The Auditors M/s C.C. Chokshi & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee in their meeting held on 25th May, 2012 has recommended the re appointment of M/s. C.C. Chokshi & Company, Chartered Accountants, as Auditors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 217(2AA)of the Companies Act,1956 in relation to the financial statements for the year 2011-12, the Board of Directors state that

1. In the preparation of the annual accounts, the applicable accounting standards, as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the loss of the Company for the year;

3. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the Company and to prevent fraud and irregularities; .

4. Directors have prepared accounts on going concern basis.

ACKNOWLEDGEMENTS

Your Directors are grateful to RBI, GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the Banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company in the difficult period.

For and on behalf of the Board

Ahmedabad

Date: 25-05-2012 Chairman

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Mar 31, 2011

The Directors present the Twenty Eighth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results

The highlights of the financial results are given below:

(Rs. in lacs)

Particulars Year ended Year ended 31.3.2011 31.3.2010

Other Income 1.39 8.07

Provision written back as no longer required 16.25 12.85

Total Income 17.64 20.92

Expenditure :

Administrative & other expenses 15.65 29.92

Profit/(Loss) for the year before Depreciation. 1.99 (9.00)

Depreciation 1.83 1.88

Profit/(Loss) before taxation 0.16 (10.88)

Provision of tax 0 0

Profit/(Loss)After Taxation 0.16 (10.88)

YEAR UNDER REVIEW

It may be observed from the Profit and Loss Account that Income during the year is Rs. 1.39 lacs as against last year income of Rs. 8.07 lacs. The income for the year under review includes interest on fixed deposits. The interest income of last year includes interest on deposits of Rs 2.25 lacs and other income of Rs 5.82 lacs received by way of recovery of expenses charged to subsidiary companies. The income is declining year by year due to reducing activity of the Company. In addition to above, company has written back provision of Rs. 16.25 lacs mainly on account of sale of investments as against last year of Rs. 12.85 lacs. After meeting the expenses, the Company earned the marginal profit of Rs 0.16 lacs as against the loss of Rs 10.88 lacs in the previous year. There is no provision for tax during the year. As a result there is a marginal profit of Rs. 0.16 lacs as against of loss of Rs. l0.88 lacs, for the previous year.

During the year 2004-05, the scheme of compromise and arrangement under section 391 of the Companies Act to discharge the liability of the banks was sanctioned by the Honble High Court of Gujarat. Your company has released payment as per the court order. Approval in respect of deed of assignment of receivables is awaited from the banks.

As per the courts order, the income received pertaining to assigned assets after July, 2004 is transferred to the consortium of Banks. Subsequent to the courts order, GLFL has recovered Rs. 344 lacs till date from the charged assets and deposited with the member banks.

It is worthwhile to note that the company has no external debts at the end of the year.

FIXED DEPOSITS

The company has discontinued accepting fixed deposits since September, 2000. There was no outstanding liability of fixed deposit as on 31" March, 2011.

TRANSTER TO THE INVESTOR EDUCATION FUND

The company does not have any liability towards unclaimed Fixed Deposits, Debentures and other liabilities. The liabilities have been discharged / transferred on completion of prescribed period to the Investor Education and Protection Fund, formed by the Central Government.

SUBSIDIARIES

GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio, along with liabilities, in favour of LIC Housing Finance Ltd., recovery from balance accounts has been the main thrust area during the year. The company has been able to recover Rs 2.40 lacs, from the overdue /NPA accounts, during the year under report. The company has earned the profit of Rs. 0.39 lacs mainly on account of recovery from written off and NPA accounts as against the profit of Rs 11.00 lacs, during the previous year.

GLFL Securities Limited

The Company has earned profit of Rs. 0.32 lacs mainly on account of sale of shares held by the company.

GLFL International Limited

The Company has yet not commenced business.

EMPLOYEES

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

DIRECTORS

The Board in its meeting held on 27.1.2011 reappointed Shri Harnish Patel as Director In Charge for the further period of TWO years from 1st April 2011 to 31st March 2013 without any remuneration subject to the approval of the share holders at next AGM. Shri Harnish Patel has tendered his resignation as Director In Charge wef 24th May, 2011. However he shall continue to be the director of the company.

In his place, the board in its meeting held on 24th May 2011 has appointed Shri Viren Thakkar as Director in Charge for a period of two years wef 24th May, 2011 without any remuneration and shall look after affairs of the company and shall not be liable to retire by rotation.

He shall be in-charge of operations and overall affairs of the company and has been delegated with necessary power to look after the affairs of the company under section 269 and other applicable provisions of the Companies Act, 1956.

The Board proposed the appointment of Shri Viren Thakkar at the ensuring General Meeting.

Shri S.M. Khanjiwala and Shri Pradip J Mehta are appointed as Additional Directors of the company with effect from 27th January, 2011. On the same day, Shri R.R. Rajayaguru and Shri Ajay Mehta have resigned from the Board. The Board of Directors appreciated the contribution made by them, during their tenure. Board also place on record sincere appreciation for the valuable services rendered by Shri Harnish Patel during his tenure as Director In Charge. Additional Directors are proposed to be appointed as Director in the ensuing General Meeting.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri S.M. Shah, Director of the Company retire by rotation and is eligible for re-appointment.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Companys Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS REPORT

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors qualifications.

AUDITORS

The Auditors M/s C.C. Chokshi & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee in their meeting held on 24th May, 2011 has recommended the re appointment of M/s. C.C. Chokshi & Company, Chartered Accountants, as Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

1. In the preparation of the annual accounts, the applicable accounting standards, as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year;

3. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the Company and to prevent fraud and irregularities;

4. Directors have prepared accounts on going concern basis.

ACKNOWLEDGEMENTS

Your Directors are grateful to RBI, GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the Banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company in the difficult period.

For and on behalf of the Board Director In-Charge

Ahmedabad Date: 24-05-2011

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Mar 31, 2010

The Directors present the Twenty Seventh Annual Report of your Company together with the Audited Accounts for the year ended31"March,2010.

Financial Results

The highlights of the financial results are given below:

(Rs. in lacs)

Particulars Year ended Year ended

31.3.2010 31.3.2009

Other Income 8 46

Provision written back as no longer required 13 65

Total Income 21 111

Expenditure

Administrative & other expenses 30 51

Profit/(Loss) for the year before Depreciation (9) 60

Depreciation 2 2

Profit/(Loss) before Taxation (11) 58

Short Provision of tax of earlier years 0 6

Profit/(Loss) After Taxation (11) 52



YEAR UNDER REVIEW

It may be observed from the Profit and Loss Account that Income during the year is Rs.8 lacs as against last year income of Rs.46 lacs. The income for the year under review includes interest on deposits and other income received by way of recovery of expenses charged to subsidiaries companies. The interest income of last year also includes interest on refund of wealth tax Rs.411acs. The income is declining year by year due to reducing activity of the company. In addition to above, company has written back provision of Rs. 13 lacs as against last year of Rs.65 lacs. After meeting the expenses, the Company incurred a loss of Rs. 11 lacs as against a profit of Rs.58 lacs in the previous year. There is no provision for tax during the year as against the provision of Rs.6 lacs (including short provision of earlier years). As a result there is a net loss of Rs. 11 lacs as against of profit of Rs.52 lacs.

During the year 2004-05, the scheme of compromise and arrangement under section 391 of the Companies Act to discharge the liability of the banks was sanctioned by the Honble High Court of Gujarat. Your company has released payment as per the court order. Approval in respect of deed of assignment of receivables is awaited from the banks.

As per the courts order, the income received pertaining to assigned assets after July, 2004 is transferred to the consortium of Banks. Subsequent to the courts order, GLFL has recovered Rs.344 lacs till date from the charged assets and deposited with the member banks.

It is worthwhile to note that the company has no external debts at the end of the year.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits during the year. The outstanding liability of Fixed Deposits, as on 31st March, 2010, is Rs.Nil.

TRANSFER TO THE INVESTOR EDUCATION FUND

In terms of Section 205 (C) of the Companies Act 1956, during the year an amount of Rs.35 lacs being unclaimed Fixed Deposits, Debentures and other liabilities have been transferred on completion of prescribed period to the Investor Education and Protection Fund, formed by the Central Government.

SUBSIDIARIES

GLFL Housing Finance Limited

After disinvestments of the major Housing Loan Portfolio, along with liabilities, in favour of LIC Housing Finance Ltd., recovery from balance accounts has been the main thrust area during the year. The company has been able to recover Rs.20 lacs, from the overdue /NPA accounts, during the year under report. The company has earned the profit of Rs. 11 lacs mainly on account recovery from written off and NPA accounts as against the loss of Rs.2 lacs, during the previous year.

GLFL Securities Limited

The company has earned profit of Rs. 10 lacs mainly on account of sale/increase in the value of stock of shares held by the company.

GLFL International Limited

The Company has yet not commenced business.

EMPLOYEES

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

DIRECTORS

The company has re-appointed Shri Harnish Patel as Director In-charge for a further period of one year from 1st April,2010 to 31" March,2011, without any remuneration. He shall not be liable to retire by rotation during his tenure as Director In-charge of the company. He shall be In-charge of operations and overall affairs of the company and has been delegated with necessary power to look after the affairs of the company under section 269 and other applicable provisions of the Companies Act, 1956.

The Board proposed the appointment of Shri Harnish Patel at the ensuing General Meeting.

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Vasant Shah and Shri Ashok B Shah, Directors of the Company retire by rotation and are eligible for re-appointment.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Companys Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS REPORT

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors qualifications.

AUDITORS

The Auditors M/s C.C. Chokshi & Company, Chartered Accountants, Ahmedabad retired at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee in their meeting held on 15* May,2010 has recommended the re appointment of M/s. C.C. Chokshi & Company, Chartered Accountants, as Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

1. In the preparation of the annual accounts, the applicable accounting standards, as specified by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures.

2. The Accounting Policies have been applied consistently and judgments and estimates that have been made for the preparation of the accounts are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year;

3. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and taken steps to safeguard the assets of the Company and to prevent fraud and irregularities;

4. Directors have prepared accounts on going concern basis.

ACKNOWLEDGEMENTS

Your Directors are grateful to RBI, GIIC Limited, the Government of Gujarat and Torrent Group for their continued guidance and support to the Company. The Directors are pleased to place on record their appreciation for the excellent support extended by the Commercial Banks.

The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company in the difficult period.

For and on behalf of the Board

Ahmedabad

Date :15-05-2010 Director In-charge