Directors Report of Sera Investments & Finance India Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors has pleasure to submit their Twenty-Ninth Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results: (Rs. in Lakhs)

As at As at

31.03.2014 31.03.2013

Sales 0.00 0.00

Other Income 64.76 52.28

Total 64.76 52.28

Profit / (Loss) Subject to Depreciation & Tax (111.09) 5.78

Less: Depreciation 0.00 0.00

Profit / (Loss) before extra-ordinary (111.09) 5.78 items and Tax

Add: Share of Profit / (Loss) from 0.00 0.00 Partnership firm

Excess/(short) Provision of Taxation (13.10) 3.91

Profit / (Loss) before (124.19) 9.69

Provision for Taxation 16.00 2.00

Profit / (Loss) after Tax (140.19) 7.69

Less: Special Reserve 0.00 1.92

(140.19) 5.77

Profit / (Loss) brought forward from previous year (543.92) 2537.51

Less: On Demerger 0.00 3087.20

Profit / (Loss) carried to Balance Sheet (684.11) (543.92)

2. OPERATION

There have been nil sales in the current financial year compared to Rs. Nil in the previous financial year.

3. DIVIDEND

Due to the Surplus in the Profit and Loss account has been negative to the tune of Rs.68,410,696/-. The Board of Directors regret their inability to recommend dividend for the year under review.

4. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review;

(iii) that 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;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2014 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re- appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Paresh S. Kapashi and Mr. Sevantilal S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Mahasukh Shah and Mr. Atul Vora, Directors, being independent Director appointed under clause 49 of Listing Agreement with Stock Exchange being recommended for appointments as Independent Directors under provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Sevantilal S. Kapashi and Mr. Indukumar S. Kapashi, Whole-Time Directors being recommended for re-appointment being recommended for appointments as Whole-Time Directors (Key managerial personnel) with effect from 1st September, 2014 for a period of 5 (Five) years and under provisions of Section 203 and all other applicable provisions of Companies Act, 2013 and rules framed there under.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company''s commitment towards changing the socio-economic development of the weaker sections of women continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

For and on behalf of the Board of Directors



Place: Mumbai S. S. KAPASHI Date: 28th May, 2014 Chairman DIN: 00008435

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Mar 31, 2012

The Board of Directors has pleasure to submit the report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS AND DIVIDEND

(i) Financial Results:

(Rs. In lakhs)

As at As at 31.03.2012 31.03.2011

Sales 2807.53 2938.34

Other Income 431.51 481.15

Total 3239.04 3419.49

Profit / (Loss) Subject to Depreciation & Tax 366.87 402.02

Less: Depreciation 4.14 4.32

Profit / (Loss) before Tax 362.73 397.70

Add: Share of Profit / (Loss) from Partnership firm 0 (14.43)

Excess Provision of Taxation 0 7.26

362.73 390.52

362.73 390.52

Provision for Taxation 80.00 82.00

282.73 308.52

Profit / (Loss) after Tax 282.73 308.52

Less: Special Reserve 56.55 65.75

226.18 242.77

Profit / (Loss) brought forward from previous year 2311.32 2068.54

Profit / (Loss) carried to Balance Sheet 2537.50 2311.32

The developments over the last year in major economies of the world have not been encouraging though the concerns about a crisis have abated somewhat since dawn of 2012. There is an apprehension that the process of global economic recovery that began after the financial crisis of 2008 is beginning to stall and the sovereign debt crisis in the euro zone area may persist for a while. The US economy has shown some improvement but economic growth remains sluggish, despite extensive use of both fiscal and monetary tools. Unemployment situation in advanced economies in general, and the peripheral economies of the euro zone in particular, which had deteriorated in the wake of global crisis has not improved. At this juncture, in the short run, the global economy is being buffeted by multiple shocks emanating from various sources, economic, social and geopolitical. A worsening of the conditions in the Middle-East and North Africa could derail global growth. The lower global growth forecast by IMF for most countries in 2012 perhaps reflects the repeated bouts of uncertainty arising from these diverse sets of factors. However, the global financial crisis is no longer the major force dictating the pace of economic activity in the developing countries. The BRICS nations with China in the lead role are gaining decisive force in the global economic arena. The global growth for 2012 and 2013 is expected to be lower than earlier anticipated since the emerging and developing economies are also showing signs of slowdown in growth.

In line with this, growth in India is slowing down. The Indian economy was 5.3% in 2011-12 in terms of gross domestic product as compared to 8.4% in 2010-11, which shows weakening of the growth. Due to the crisis in the euro-zone area has lead to the slowdown and the global economic and financial conditions are likely to remain under pressure during the current fiscal year.

2. DIVIDEND

To conserve the resources of the Company for further expansion of its activities including development of real estate, the Board of Directors have decided not to recommend dividend for the year under review.

3. OPERATION

The Company also started its trading activities in Aluminium and posted sales of Rs.16,749,530/- compared to Rs. Nil in the previous year. However, sales of Zinc has reduced to Rs.264,003,592/- compared to Rs. 293,834,313/- in previous year. For the year ended 31st March, 2012 the company has posted net profit after tax of Rs.25,324,804/- compared to net Profit of Rs. 30,852,554/- in the previous year. The profit has been lower as compared to the previous year due to reduced sales and all other expenses have led to reduction in profit by 17.92%..

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review;

(iii) that the directors had 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 fraud and other irregularities;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2012 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re- appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Nimish I. Kapashi and Mr. Indukumar S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company's commitment towards changing the socio-economic development of the weaker sections of women continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 30th May, 2012 Chairman

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Mar 31, 2011

To The Members of KAPASHI COMMERCIAL LIMITED

The Board of Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Particulars 2010-2011 2009-2010

Rs. Rs.

Sales 293,834,313 248,603,773

Other Income 48,115,170 56,165,466

Total 341,949,483 304,769,239

Profit / (Loss) subject to Depreciation & Tax 40,202,101 51,179,615

Less: Depreciation 432,075 349,146

Profit / (Loss) before tax 39,770,026 50,830,469

Add: Share of Profit / (Loss) from (1,443,542) (379,289)

Partnership firm

Excess Provision of Taxation 726,070 20,505

39,052,554 50,471,685

Less: Short Provision of Taxation - 769,196

39,052,554 49,702,489

Provision for Taxation 8,200,000 12,100,000

30,852,554 37,602,489

Less: Provision for Fringe Benefit Tax - -

Profit / (Loss) after Tax 30,852,554 37,602,489

Less: Special Reserve 6,575,000 7,525,000

24,277,554 30,077,489

Profit / (Loss) brought forward from previous 206,854,653 176,777,164 year

231,132,207 206,854,653

Profit / (Loss) carried to Balance Sheet - -

The fiscal year 2010-11 began on a buoyant note for the Indian economy despite the financial meltdown universally. Continuous reforms are on towards improvement of productive and efficient economy and India has displayed its stability in the global market. India has become a window for global markets looking for investment and we will not miss an opportunity to cash on it and the Board of Directors are confident that the company will be able to achieve better results in the coming financial year.

2. DIVIDEND

To conserve the resources of the Company for further expansion of its activities including development of real estate, the Board of Directors have decided not to recommend dividend for the year under review.

3. OPERATION

The Company expanded its trading activities especially in non-Ferrous materials and posted sales of Rs.293,834,313/- compared to Rs. 248,603,773/- in previous year. For the year ended 31st March, 2011 the company has posted net profit after tax of Rs.30,852,554/- compared to net Profit of Rs.37,602,489/- in the previous year. The profit has been lower as compared to the previous year due to increase in cost of material and all other expenses has led to reduction in profit by 17.95%.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review;

(iii) that the directors had 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 fraud and other irregularities;

(iv) That the directors had prepared accounts for the financial year ended 31st March, 2011 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re-appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc., B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A).

Mr. Paresh S. Kapashi and Mr. Sevantilal S. Kapashi, Directors, retire by rotation and being eligible offer themselves for re-appointment.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company's commitment towards changing the socio-economic development of the weaker sections of women, continues its support for the project undertaken by it for their upliftment and social sustainability.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 25th May, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Particulars 2009-2010 2008-2009

Rs. Rs.

Sales 248,603,773 256,279,598

Other Income 56,165,466 40,460,198

304,769,239 296,739,796

Profit / (Loss) subject to Depreciation & Tax 51,179,615 45,266,928

Less: Depreciation 349,146 328,048

Profit / (Loss) before tax 50,830,469 44,938,880

Add: Share of Profit / (Loss) from Partnership firm (379,289) 9,865,984

Excess Provision of Taxation 20,505 256,831

50,471,685 55,061,695

Less: Short Provision of Taxation 769,196 -

49,702,489 55,061,695

Less: Security Transaction Tax - 183,629

Provision for Taxation 12,100,000 12,000,000

37,602,489 42,878,066

Less: Provision for Fringe Benefit Tax - 65,000

Profit / (Loss) after Tax 37,602,489 42,813,066

Less: Special Reserve 7,525,000 -

30,077,489 42,813,066 Profit / (Loss) brought forward from previous year 176,777,164 133,964,098

Profit / (Loss) carried to Balance Sheet 206,854,653 176,777,164

2. DIVIDEND

Your Directors do not recommend dividend for the year under review, so as to conserve the resources of the Company for further planned expansion of business activities.

3. OPERATION

The Company expanded its trading activities especially in non-Ferrous materials and posted sales of Rs.248,603,773/- compared to Rs. 256,279,598/- in previous year. For the year ended 31st March, 2010 the company has posted net profit after tax of Rs.37,602,489/- compared to net Profit of Rs. 42,813,066/- in the previous year. The reduction in profit by 12.17% is partly attributed to decline in demand for material and increase in operational cost.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the profit or loss of the Company for the year under review;

(iii) that the directors had 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 fraud and other irregularities;

(iv) that the directors had prepared accounts for the financial year ended 31st March, 2010 on a going concern basis.

5. AUDITORS

M/s. D. V. Vora & Co., Chartered Accountants, Mumbai, retires and are eligible for re-appointment.

6. SECRETARIAL COMPLIANCE CERTIFICATE

M/s. R. N. Shah & Associates, Company Secretaries have furnished certificate as required under Sub-section (1) of Section 383A of the Companies Act, 1956 and which is annexed to this report.

7. DIRECTORATE

The Board of Directors of the Company consists of highly qualified persons.

Mr. Sevantilal S. Kapashi, Whole-Time Director is B. Sc, B. Sc. (Tech) and M.S. (U.S.A.).

Mr. Indukumar S. Kapashi, Whole-Time Director is Matriculate and having diversified experience of more than 45 years in the area of Automobile, Steel, Construction, Investment, etc.

Mr. Paresh S. Kapashi, Director is B.E., M.B.A. (U.S.A.).

Mr. Nimish I. Kapashi, Director is B.B.A. (U.S.A.)

Mr. Atul Vora is an Independent Director and is B. Com., LL.B.

Mr. Mahasukhlal Shah is an Independent Director and is B. Sc. (Chem) (U.S.A.)

Mr. Atul Vora and Mr. Mahasukhlal Shah, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Sevantilal S. Kapashi and Mr. Indukumar S. Kapashi, Whole-Time Directors have been re-appointed with effect from 1st February, 2010 for the period of five years, subject to approval by the Members in the General Meeting. Accordingly the necessary approval is sought at the ensuing Annual General Meeting.

8. EMPLOYEES

None of the employees have drawn salary as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CORPORATE SOCIAL RESPONSIBILITY

Our company is committed to making positive contribution to society in a number of ways. To encourage economic and social development of weaker sections of women, we have implemented a project for their upliftment and social sustainability.

A building which was under construction has been completed during the year at Palitana, Gujarat where women under a registered charitable trust known as Shri Bhagini Mitra Mandal are trained and work to become self sufficient which will help them and their family members to lead a respectable life. Assisting women to break free from age-old backward customs and to empower them to fight for their rights. More than sixty women have already been trained.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217 (1) (e) in respect of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, in respect of Conservation of Energy and Technology Absorption are not applicable in case of your Company. There were no earnings or outgoings of foreign exchange during the year under review.

By Order of the Board of Directors

Place: Mumbai S. S. KAPASHI

Date: 15th May, 2010 Chairman