Directors Report of Helpage Finlease Ltd.

Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS (In Rs.) Particulars 2013-2014 2012-13

Income 729501.60 218429.13

Less: Total Expenditure 528748.72 166069.00

Net Profit/(Loss) before Tax & Depreciation (PBDT) 200752.88 52360.13

Less: Depreciation - -

Net Profit/(Loss) after Depreciation before Tax (PBT) 200752.88 52360.13

Less: Provision for Income Tax-Current 62032.64 17440.00

Profit after Tax 138720.24 34920.13

Statuary Reserves 35446.41 7702.37

MATERIAL CHANGES AFTER THE CLOSE OF FINANCIAL YEAR

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2014.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013, Mr. Sidharth Goyal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors has appointed Mr. Sidharth Goyal as Managing Director of the Company w.e.f. 2nd September, 2014 for a term of five years on the remuneration as recommended by the Nomination and Remuneration Committee and thereafter approved by the Board in their meeting held on 2nd September, 2014. The Board has also appointed Mr. Dilip Jain, Mr. Ashok Kumar as Independent Directors of the Company for a term of consecutive five years ending up to 31st March, 2019. In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company.

Mr. Sidharth Goyal is liable to retire by rotation and being eligible offer himself for re-appointment. Directors recommend their re-appointment.

Further in the same meeting, the Board in its meeting held on appointed Ms. Ananya Pandey as an Additional Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation. The Board of Directors recommend her re-appointment

SHARE CAPITAL

During the Financial Year ended March 31, 2014, the Authorised Share Capital of the Company has also been increased to Rs. 5,00,00,000 (Rs. Five Crore only) by creating 45,00,000 (Forty Five Lacs) Equity Shares of Rs. 10/- (Rs. Ten Only) each aggregating Rs. 4,50,00,000/- (Rs. Four Crore Fifty Lacs Only) which shall be ranking pari passu with the existing Equity Shares.

In compliance with the provisions of the Companies Act, Listing Agreement and SEBI (ICDR) Regulations, 2009, the Board of Director''s in their meeting held on 15th May, 2014 allotted 28,80,000 fully paid Equity Shares of Rs. 10/- (Rs. Ten Only) each to the various strategic investors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

i. Audit Committee

Name of the Director Category

Mr. Dilip Jain Chairman (Non Executive Independent)

Mr. Ashok Kumar Member (Non Executive Independent)

Mr. Sidharth Goyal Member (Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Mr. Ashok Kumar Chairman (Non Executive Independent)

Mr. Dilip Jain Member (Non Executive Independent)

Ms. Ananya Pandey Member (Non Executive Non Independent Director)

III. Stakeholders Relationship Committee

Name of the Director Category

Mr. Dilip Jain Chairman (Non Executive Independent)

Mr. Ashok Kumar Member (Non Executive Independent)

Mr. Sidharth Goyal Member (Promoter & Executive)

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

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self explanatory and therefore do not call for any further explanation.

STATUTORY AUDITORS

M/s. K R A & Co., Chartered Accountants, Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider re-appointing them and to authorize the Board of Directors to fix their remuneratin.teh Auditors under provisions of Companies Act 1956, have furnished a certificate of eligibility for re-appointment.

LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exchange. These shares were not traded during the year under review as the trading of Shares was not taking place at the exchange. The annual listing fee for the financial year 2014-15 has been duly paid to the Exchange.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

By Order of the Board For Helpage Finlease Limited

Place: New Delhi Siddharth Goyal Date: 4th September, 2014 Chairman

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2013.

1. FINANCIAL RESULTS

(In

Rs.)

Particulars 2012-2013 2011-12

Income 218,429.13 188492.42

Less: Total Expenditure 166069.00 185150.73

Net Profit/(Loss) before Tax 52360.13 3341.69 & Depreciation (PBDT)

Less: Depreciation - - Net Profit/(Loss) after 52360.13 3341.69 Depreciation before Tax (PBT)

Less: Provision for Income Tax-Current 17440.00 1704.34 Profit after Tax 34920.13 1637.35

2. DIVIDEND

Your directors do not recommend any dividend for this year..

3. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS

In terms of the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Sidharth Goyal, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

Pursuant to the Provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr Dilip Jain & Mr. Ashok Kumar were appointed as Additional Directors of the Company w.e.f. 30th April 2013 & 30th August 2013 respectively and shall hold office until the date of the ensuing Annual General Meeting.

Your Company has received a notice in writing proposing his candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956. The brief resume of the Directors proposed to be appointed/re-appointed and other details as

stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

6. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the losses of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self explanatory and therefore do not call for any further explanation.

9. STATUTORY AUDITORS

M/S Y.K. Gupta & Co Chartered Accountants, the existing Statutory Auditors have expressed their unwillingness to continue as Statutory Auditors of the Company, therefore, creating casual vacancy in the Office of Directors. The Board has recommended the

appointment of M/S K.R.A& Co as Statutory Auditors in place of M/S Y.K. Gupta & Co to hold office until the conclusion of the forthcoming Annual General Meeting.

The Certificate from the Statutory Auditors has been received to the effect that their appointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for appointment/re-appointment with in the meaning of Section 226 of the said Act.

10. LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exchange. These shares were not traded during the year under review as the trading of Shares was not taking place at the exchange.

11. CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

12. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future. By Order of the Board For Helpage Finlease Limited

Sidharth Goyal (Chairman)

Place :New Delhi Date :30th August 2013

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Mar 31, 2012

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2012.

1. FINANCIAL RESULTS

(In Rs.)

Particulars 2011-2012 2010-11

Income 188492.42 34180.00

Less: Total Expenditure 185150.73 32408.08

Net Profit/(Loss) before Tax & 3341.69 1771.92 Depreciation (PBDT)

Less: Depreciation 0 0

Net Profit/(Loss) after Depreciation 3341.69 1771.92 before Tax (PBT)

Less: Provision for Income Tax-Current 1704.34 1625.00 & Transfer to Reserve

Profit after Tax 1637.35 146.92

2. DIVIDEND

Your directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS

In terms of the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Anil Kumar Goyal, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment. Your directors recommend his re-appointment as per the provisions of the Companies Act, 1956.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

6. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the losses of the Company for that period.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are. self explanatory and therefore do not call for any further explanation.

9. STATUTORY AUDITORS

M/s Mittal Bansal & Associates., Chartered Accountants, the existing Statutory Auditors have expressed their unwillingness to continue as Statutory Auditors of the Company, therefore, creating casual vacancy in the Office of Directors. The Board has recommended the appointment of M/S Y.K. Gupta & Co as Statutory Auditors in place of M/s Mittal Bansal & Associates to hold office until the conclusion of the forthcoming Annual General Meeting.

The Certificate from the Statutory Auditors has been received to the effect that their appointment, if made would be within the limits prescribed under Section 224(lB)of the Companies Act, 1956 and they not disqualified for appointment/re-appointment with in the meaning of Section 226 of the said Act.

10. LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exehange. these shares were not traded during the year under review as the trading of Shares was not taking place at the exchange.

11. CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

12. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

By Order of the Board For Helpage Finlease Limited

Sidharth Goyal Place: New Delhi Date: 28th August, 2012

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Mar 31, 2011

DEAR Members,

The directors hereby present their 29th Annual Report together with the Audited annual Accounts for the Year ended 31-03-2011.

FINANCIAL RESULTS

During the year under review, the total turnover of the Company is Rs. 34180/-. After meeting all the expenses and depreciation, your Company has earned profit of Rs. 196.92/- Your directors expect better performance next year.

DIVIDEND

Your directors do not recommend any dividend for this year.

FIXED DEPOSITS

During the period under report the Company neither invited nor accepted any deposit from the public.

DIRECTORS

During the year Mr. Anil Kumar Goyal has been appointed as the Director of the Company w.e.f. 02/04/2010.

Further, Mr. Ashok Kumar Gupta ceased to be the ''director of the Company w.e.f. 07/04/2010. The Board wishes to place on record its sincere appreciation for the valuable services rendered by them during their tenure.

AUDITORS

M/s Mittal Bansal & Associates, Chartered Accountants, auditors of the Company retires at the conclusion of this annual general meeting and being eligible, offer themselves for re-appointment

NOTES ON ACCOUNTS

The observations of the Auditors and the notes on account are self-explanatory.

PARTICULARS OF EMPLOYEES

There was no such person employed by the Company whose particulars are required to be given by the section 217(2A) of the Companies Act, 1956 read with the particulars of employees rules, 1975.

PRUDENTIAL NORMS FOR NBFCs

Your Company has complied with the latest guidelines of RBI for recognition of income, Assets, classifications, provisioning for non-performing assets.

COMPLIANCE CERTIFICATE

A Certificate issued by RACHNA BHASIN, Practicing Company Secretary in terms of the Provisions of Section 383A of the Companies Act, 1956 to the effect that the Company has complied with the applicable provisions of the said Act, is attached to this report.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The particulars as prescribed under section 217(l)(e) of the Act, read with companies (Disclosure of Particulars in The Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the foreign exchange earnings and foreign exchange utilizations were NIL.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. That they 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 and of the profit of the Company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and

detecting frauds and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your director wish to place on record their gratitude for the valuable assistance and confidence provided to the company by all the business associates and appreciation to all sections of the employees for their sincere services..

By order of the Board of Directors

(Sidharth Goyal) CHAIRMAN DIN- 02855118

PLACE :New Delhi DATE :16.05.2011