Directors Report of Prism Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 21ST ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2014 15 ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2014-15 2013-14

Profit / (Loss) before (15.71) 31.94 Depreciation

Less: Depreciation 6.69 6.67

Profit/ (Loss) before Taxation (22.40) 25.27

Add/ (Less): Excess (Provision for 0.56 (4.92) Taxation) of earlier years

Profit/ (Loss) after Tax (21.85) 20.35

Balance brought forward from 203.74 183.39 previous year

Balance carried to Balance Sheet 181.89 203.74

There are no material charges and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company incurred Loss before Depreciation of Rs. 15.71 lacs during the year under review compared to Profit of Rs.31.94 lacs during 2013-14. After providing for Depreciation and for Tax expense, the Net Loss during the year under review was Rs. 21.85 lacs compared to Net Profit of Rs. 20.35 lacs during 2013-14.

4. DIRECTORS:

4.1. As per the Articles of Association of the Company, at every Annual General Meeting, 1/3rd of the Directors who are liable to retire by rotation will retire and the retiring Directors shall be those who are longest in the Office. As per Section 152 of the Companies Act, 2013, Independent Directors are not to be included in the total number of Directors for the purpose of determining retiring Directors.

As all the Directors of the Company are Independent Directors so that as per Section 152 of the Companies Act, 2013, no director will be liable to retire by rotation.

4.2. The Board of Directors duly met 9 times during the financial year under review.

4.3. The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

4.4. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. that in the preparation of the annual accounts, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 being end of the Financial Year 2014-15 and the Loss of the Company for the year;

iii. that the Directors had taken proper and sufficient care for 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 the annual accounts on a going concern basis.

v. 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.

vi. 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.

5. MANAGERIAL REMUNERATION:

5.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

5.2 MARKET CAPITALISATION:

Sr. Particulars As on 27-10- As on 31-03 No. 2014* -2015

1. No. of Shares 6500300 6500300

2. Market price 15.36 19.90

3. Market Capitalisation 998.45 1293.56 (Rs. In lacs)

4. EPS - -

5. P/E Ratio - -

* As the suspension in trading of Equity Shares of the Company was revoked on 16th October, 2014. The Market Price has been calculated on the basis of very first trading on 27th October, 2014 after the revocation of suspension in trading of Equity Shares.

6. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

7. DISINVESTMENT IN SUBSIDIARY CO. M/S. OPEL SECURITIES PRIVATE LIMITED:

The Board of Directors in their meeting held on 20th March, 2015 decided to dispose off the investment in 11,50,000 Equity Shares of Rs. 10/- each of M/s. Opel Securities Private Limited which was subsidiary Company . As the Company sold the stake in M/s. Opel Securities Private Limited, the Company now does not have any subsidiary Company.

8. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

9. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A.

10. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Managing Director and Company has requested BSE Limited for the inadvertent delay in submitting Financial Results.

11. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - C.

12. REVOCATION OF SUSPENSION OF TRADING:

The Company approached BSE Limited with Final application on 26th July, 2014 for Revocation of Suspension in trading of Equity Shares of the Company. BSE Limited revoked the Suspension in trading of Equity Shares of the Company w.e.f. 16th October, 2014.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange & BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16.

14. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. is INE429Q01019.

15. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

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

Your Company being in the Industry of Investment and Finance, the particulars relating to conservation of Energy, Technology Absorption etc. are not applicable. The Company has not earned or spent any amount in Foreign Exchange.

17. GENERAL:

17.1. AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad, will retire at the ensuing 21st Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

17.2 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured risks such as fire, strike, civil commotion, malicious damages, etc.

17.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

17.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

17.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31st March, 2015.

17.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

17.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

18. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders and Customers for their support and co operation. Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.

For and on behalf of the Board,

Place : Ahmedabad Kashyap R. Mehta Anal R. Desai Date : 29th July, 2015 Director Director

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Mar 31, 2014

Dear Shareholders,

The Directors present the 20TH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rs.in Lacs) Particulars 2013-14 2012-13

Profit before Depreciation 31.94 13.24

Less: Depreciation 6.67 6.83

Profit before Taxation 25.27 6.41

Less: Provision for Taxation 4.92 -

Add : Deferred Tax (Asset) - -

Profit after Tax 20.35 6.41

Balance brought forward from previous year 183.39 176.97

Balance carried to Balance Sheet 203.74 183.39

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 31.94 lacs during the year under review compared to Profit of Rs.13.24 lacs during 2012-13. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 20.35 lacs compared to Net Profit of Rs. 6.41 lacs during 2012-13.

4. DIRECTORS:

4.1. As per the Articles of Association of the Company, at every Annual General Meeting, 1/3rd of the Directors who are liable to retire by rotation will retire and the retiring Directors shall be those who are longest in the Office. As per Section 152 of the Companies Act, 2013, Independent Directors are not to be included in the total number of Directors for the purpose of determining retiring Directors.

As all the Directors of the Company are Independent Directors so that as per Section 152 of the Companies Act, 2013, no director will be liable to retire by rotation.

4.2. Mr. Udayan D. Velvan was appointed as Independent Director w.e.f. 10th February, 2014. Mr. Naresh P. Rawal resigned from the office of the Director w.e.f. 10th February, 2014.

4.3. Mr. Udayan D. Velvan, Mr. Kashyap R. Mehta and Ms. Anal R. Desai, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the Financial Year 2013-14 and the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 the annual accounts on a going concern basis.

6. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Kashyap R. Mehta Chairman

2. Ms. Anal R. Desai Member

3. Mr. Udayan D. Velvan Member

7. CODE OF CONDUCT:

The Board of Directors has laid down the Code of Conduct pursuant to Clause 49 of Listing Agreement for all Board members and senior management of the Company which is available on the Company''s website.

The Company has also adopted the Code of Conduct as per SEBI (Prohibition of Insider Trading) Regulations, 1992 for relating to internal procedures of the Company for prevention of Insider Trading which is available on the Company''s website.

8. REVOCATION OF SUSPENSION OF TRADING:

The Board of the Directors of the Company in their meeting held on 10th February, 2014 had discussed the matter for making application to BSE Limited for revocation of suspension of trading in the Equity Shares of the Company. The Company had made application to BSE Limited for obtaining In Principle approval of revocation of suspension.

The Company received ''In Principle'' approval for revocation of suspension in trading of Equity Shares from BSE Limited vide their letter no. DCS/COMP/OT/SB/52/2014-15 dated 1st July, 2014. The Company is in the process of making Final Application for Revocation of Suspension in trading of Equity Shares of the Company.

9. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with CDSL. The ISIN No. is INE429201019.

10. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2014-15.

12. GENERAL:

12.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

12.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of the Auditors are self explanatory.

12.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

12.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review are annexed to this Report and forms part of this Annual Report.

14. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors'' and Auditors'' for the year ended on 31st March, 2014, as required under Section 212 of the Companies Act, 1956 is annexed.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation.

Your Directors also place on record their grateful appreciation and co operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Place : Ahmedabad Kashyap R. Mehta Anal R. Desai Date :29th July, 2014 Director Director

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Mar 31, 2012

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2011-12 ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Profit before Depreciation 19.64 33.21

Less: Depreciation 6.83 6.83

Profit before Taxation 12.81 26.38

Less: Provision for Taxation 4.80 4.30

Add : Deferred Tax (Asset)

Profit after Tax 8.01 22.08

Balance brought forward from previous year 168.96 146.88

Balance carried to Balance Sheet 176.97 168.96

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 19.64 lacs during the year under review compared to Profit of Rs. 33.21 lacs during 2010-11. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 8.01 lacs compared to Net Profit of Rs. 22.08 lacs during 2010-11.

4. DIRECTORS:

One of your Directors viz. Mr. Kashyap R. Mehta retires by rotation in terms of the Articles of Association of the Company. He, however, being eligible offers himself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the Financial Year 2011-12 and the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 the annual accounts on a going concern basis.

6. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2012-13.

9. GENERAL:

9.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks in the Auditors' Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors' and Auditors' for the year ended on 31st March, 2012, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Kashyap R. Mehta Anal R. Desai Director Director

Place : Ahmedabad Date : 16th July, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2010-11 ended 31stMarch, 2011.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2010-11 2009-10

Profit before Depreciation 33.21 9.01

Less: Depreciation 6.83 6.82

Profit before Taxation 26.38 2.19

Less: Provision for Taxation 4.30 -

Add : Deferred Tax (Asset) - (5.27)

Profit after Tax 22.08 7.46

Balance brought forward from previous year 146.88 139.42

Balance carried to Balance Sheet 168.96 146.88

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 33.21 lacs during the year under review compared to Profit of Rs. 9.01 lacs during 2009-10. After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 22.08 lacs compared to Net Profit of Rs. 7.46 lacs during 2009-10.

4. DIRECTORS:

One of your Directors viz. Ms. Anal R. Desai retires by rotation in terms of the Articles of Association of the Company. She, however, being eligible offers herself for reappointment.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 being end of the Financial Year 2010-11 and the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 the annual accounts on a going concern basis.

6. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2011-12.

9. GENERAL:

9.1 INSURANCE:

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes and remarks in the Auditors’ Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.4 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors’ and Auditors’ for the year ended on 31st March, 2011, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy, Technology Absorption, Research and Development as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review.

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.

For and on behalf of the Board,

Kashyap R. Mehta Anal R. Desai Director Director

Place : Ahmedabad Date : 27th July, 2011

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Mar 31, 2010

The Directors present the SIXTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars 2009-10 2006-09

Profit/(Loss) before Depreciation 9.01 (37 95)

Less: Depreciation 6.82 6.84

Profit /(Loss) before Taxation 2.19 (44.79)

Less: Provision for FBT - 0.66

Less: Provision for Taxation

Add / Less Deferred Tax Liability / (Asset) (5.27) 1.53

Profit / (Loss) after Tax 7.46 (46.98)

Balance brought forward from previous year 139.42 166.39

Balance carried to Balance Sheet 146.88 139.42



2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors have not recommend any dividend on the Equity Shares tor the year under review.

3. OPERATIONS:

The Company earned Profit before Depreciation of Rs. 9.01 lacs during the year under review compared to Loss of Rs. 37,95 lacs during 2008-09 After providing for Depreciation and for Deferred Tax, the Net Profit during the year under review was Rs. 7.46 lacs compared to Net Loss of Rs. 46.98 lacs during 2008-09.

4. DIRECTORS:

One of your Directors viz. Mr. Naresh P. Rawal retires by rotation in terms of the Articles of Association of the Company. He. however, being eligible offers himself for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31" March, 2010 being end of the Financial Year 2009-10 and the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 tor safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

G. DEMATERIALISATION OF EQUITY SHARES:

To facilitate holding of securities in dematerialised/electronic form, the Company is in the process of making arrangement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad and Mumbai Stock Exchanges and the Company has paid Annual Listing Fees upto the year 2010-11.

9. GENERAL:

9.1 INSURANCE;

The movable and immovable properties of the Company to the extent required have been adequately insured.

9.2 AUDITORS:

The present Auditors of the Company M/s. Shah S Shah Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B} of the Companies Act, 1956. The notes and remarks in the Auditors Report and notes on accounts are self explanatory.

9.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration-requiring disclosure o1 information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9.1 DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits! Rules, 1975.

10. SUBSIDIARY COMPANY:

The Audited Statement of Accounts of M/s. Opel Securities Private Limited, together with the reports of the Directors and Auditors for the year ended on 31st March, 2010, as required under Section 212 of the Companies Act, 1956 is annexed.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

As the Company is engaged in Financial and Investment activities, the particulars of Conservation of Energy. Technology Ahsorption, Research and Development as required under the Companies (Disctosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The Company has no Foreign Exchange earning and outgo during the year under review

12. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankers and employees of the Company.



For and on behalf of the Board,

Place : Ahmedabad Kashyap R. Mehta Anal R. Desai

Date : 29th May, 2010 Director Director