Directors Report of Yuranus Infrastructure Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report on business and operation of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS

[Amount in Rs.]

Particulars Financial Financial Year Year 2013-14 2012-13

Profit Before Depreciation & Taxation 2,81,716 3,32,297

Depreciation (8,119) (8,947)

Profit/(Loss) before Taxation 2,73,597 3,23,350

Less: Short/Excess Provision of Income 0 1,360

Less: Income tax Provision 45,500 97,000

Net Profit for the year 2,28,097 2,24,990

OPERATIONS:

During the year under review, the Company''s total income was Rs.8, 93,871/- as against the previous year income of Rs. 6, 25,415/-. The Company has made net profit of Rs.2,28,097 /- as against the previous net profit of Rs. 2,24,990/- after providing depreciation of Rs.8119/- and provision for taxation (current year) of Rs.45,500/- for the financial year ended on 31st March, 2014.

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year in order to conserve the resources of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS:

Shri Pankhil Desai and Shri Mayur Desai Director of the Company who retires by rotation at the ensuing Annual General Meeting, being eligible and offers him-self for re-appointment.

In terms of the provisions of the Companies Act, 2013 the independent directors are not liable to retire by rotation. Accordingly the Board has ascertained the Directors who are liable to retire by rotation keeping in view the provisions of the Companies Act, 2013. The Board recommends for their reappointment. The Company has received declaration from all the independent director of the Company confirming that they meet with the criteria of independence as prescribed both under sub section 6 of the Section 149 of the Companies Act 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS AND AUDITOR''S REPORT:

M/s Loonia & Associates, Chartered Accountants, Ahmedabad statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Loonia & Associates, Chartered Accountant to the effect that there re-appointment, if made, would be within the prescribed limits under section 141

(3) (g) of the Companies Act 2013 and that they are not disqualified for re-appointment.

The notes on financial statements referred to in the auditor''s report are self explanatory and do not call for any further comments.

COMPANY SECRETARY

As per listing agreement, every listed Company should have one whole time Company Secretary. The Company has appointed Ms. Sanjoly Jalan as Whole Time Company Secretary of our Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act 1956 have been followed and there are no material departures from the same ;

ii) the Directors have 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 and of the profit or loss of the Company as at 31st March, 2014;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the accounts on a "going concern basis".

PUBLIC DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2014 - 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217 (1) (e) read with the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended on 31st March 2014.

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption NIL

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE156M01017. Out of 35,00,000 equity shares, as on 31st March, 2014 total 25,67,700 equity shares of the Company have been dematerialized. Members of the company are requested to dematerialize their shares.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

ACKNOWLEDGEMENT:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD For, YURANUS INFRASTRUCTURE LIMITED PLACE: AHMEDABAD DATE: 01.09.2014 [DINESH DESAI] MANNAGING DIRECTOR

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Mar 31, 2013

To, The Members of Yuranus Infrastructure Limited

(Formerly Known As Pankhil Finlease Limited)

Ahmedabad

The Directors hereby present the Annual Report together with Audited Statement of Accounts for the year ended on 31st March'' 2013 which they trust, will meet with your approval.

1. FINANCIAL RESULTS: Year Ended Year Ended 31.03.2013 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

Profit before Interest , Depreciation & Taxes 3.32 3.12

Less :

Finance Cost Nil Nil

Depreciation 0.09 0.11

Current Tax Provision 0.97 0.20

Total 2.26 2.81

Exceptional Items/ Short Excess Provision 0.01 Nil

Net Profit after Tax 2.25 2.81



2. OPERATIONS:

The total revenue from receipt during the year have been Rs. 6.25 Lacs compared to Rs. 4.48 in the previous year. The Company''s Profit for the year before depreciation, interest and taxation has been Rs. 3.32 Lacs (P.Y. Rs. 3.12 Lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 2.25 Lacs as compared to Rs. 2.81 Lacs for the previous year.

3. DIVIDEND:

Looking to the inadequate profit, the Directors do not recommend any Dividend during the year.

4. FINANCE:

During the year the Company had not taken any loan from any banks or financial institutions

5. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

6. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

7. DIRECTORS:

Retirement of Director by Rotation

Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Atul Jayantilal Shah and Mr. Rajendra Kumar Shantilal Gandhi, Director of your Company, liable to retire by rotation at the ensuing Annual General Meeting of your Company, and being eligible, have offered themselves for re-appointment.

8. SECRETARIAL COMPLIANCE REPORT:

As per the Companies (Amendment) Act 2000, every Company having paid up capital more than Rs. 10.00 Lacs but less than Rs. 500.00 Lacs will be required to get its Statutory Registers audited by the practicing Company Secretary and to obtain Secretarial Compliance Report.

But however, the Company had appointed Ms. Sanjoly Jalan, Company Secreteray as a full time employee. Thus, the requirement of obtaining Secretarial Compliance Report is not mandatory and required.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March'' 2013, the applicable accounting standards have been followed and there has been no material departure.

2. 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 the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March'' 2013 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

11. LISTING:

The Company''s shares are currently listed on Ahmedabad , Vadodara and Pune Stock Exchange. The Company plans to list its entire securities on recognized stock exchange(s) which provides shareholders a nationwide trading facility and unrestricted, unhindered access to the investors to trade in the shares of the Company. Also the trading volume in Ahmedabad Stock Exchange, Vadodara Stock Excahnge and Pune Stock Exchange is negligible. Hence, the Company has voluntary applied for De-listing of its equity shares from Vadodara Stock Exchange and Pune Stock Exchange for which approval for the same is been pending.

The Company plans or proposes to list its entire equity shareholding in BSE Limited through Direct Listing Criteria by fulfilling all its requirements and for which process is been going on.

12. AUDITORS:

The present Statutory Auditors of the Company, M/s B. S. Rajput & Associates, Chartered Accountants, Ahmedabad, retire as Statutory Auditors at the conclusion of this Annual General Meeting.

Due to personal reasons and pre-occupation, M/s B. S. Rajput & Associates, Chartered Accountants, Ahmedabad has shown their unwillingness to act as a Statutory Auditor of the Company. Therefore, the Company appoints M/s Loonia & Associates, Chartered Accountants, as a statutory auditor of the Company who is qualified under Section 224 ( 1-B) of the Companies Act,1956 and the Company had received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of subsections (3) and (4) of Section 226 of the Companies Act, 1956. Their appointment is recommended by the Board as the statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting.

13. AUDITORS'' REPORT

Notes to the accounts, as referred in the Auditor''s Report, are self-explanatory and therefore do not call for any further comments and explanations.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217 (1) (e) read with the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended on 31st March 2012.

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

14. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE156M01017. As on 31st March, 2013 total 24,60,100 equity shares of the Company have been dematerialized. Members of the company are requested to dematerialize their shares and contact Registrar of Transfer Agent of the Company as under:-M/s. Link Intime India Pvt. Ltd.

Unit No 303, 3rd floor Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C G Road, Ahmedabad 380009 Phone: [phone] Fax: [phone] Email: [email protected]

(Shareholders are requested to quote the Folio No and Share Certificate No. )

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

17. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Shareholders, Banks and other Lenders, suppliers and Dealers.



Registered Office: FOR AND ON BEHALF OF THE BOARD

201, 2nd Floor, Maulik Arcade

Above Karnavati Pagarkha Bazar

Mansi Cross Road, Vastrpur Dinesh Desai

Ahmedabad-380 015 Managing Director

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Mar 31, 2012

To, The Members of Yuranus Infrastructure Limited

(Formerly Known As Pankhil Finlease Limited)

Ahmedabad

The Directors hereby present the Annual Report together with Audited Statement of Accounts for the year ended on 31st March'' 2012 which they trust, will meet with your approval.

1. FINANCIAL RESULTS:

Year Ended Year Ended 31.03.2012 31.03.2011 (Rs.in Lacs) (Rs.in Lacs)

Profit before Interest, Depreciation & Taxes 3.12 (1.61)

Less :

Finance Cost Nil Nil

Depreciation 0.11 0.12

Current Tax Provision 0.20 Nil

Total 2.81 (1.74)

Exceptional Items Nil (2.43)

Net Profit after Tax 2.81 (4.17)

2. OPERATIONS:

The total revenue from receipt during the year have been Rs. 4.49 Lacs compared to Rs. Nil in the previous year. The Company''s Profit for the year before depreciation, interest and taxation has been Rs. 3.12 Lacs (P.Y. Rs. (-1.61) Lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 2.81 Lacs as compared to Negative for the previous year.

3. DIVIDEND:

Looking to the inadequate profit, the Directors do not recommend any Dividend during the year.

4. FINANCE:

During the year the Company had not taken any loan

5. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

6. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

7. DIRECTORS:

Mr. Atul Jayantilal Shah, Mr. Rajendra Gandhi and Ms. Ashita Vishal Sharma were appointed as additional directors of the Company on 07.08.2012 under section 260 of the Companies Act and they hold office upto the conclusion of the Annual General Meeting of the Company.

The resolution to continue their directorship will be placed in the ensuing Annual General Meeting for approval of members.

Retirement of Director by Rotation

Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Mayur Desai and Mr. Dinesh Desai, Director of your Company, liable to retire by rotation at the ensuing Annual General Meeting of your Company, and being eligible, have offered themselves for re-appointment.

8. SECRETARIAL COMPLIANCE REPORT:

As per the Companies (Amendment) Act 2000, every Company having paid up capital more than Rs. 10.00 Lacs but less than Rs. 500.00 Lacs will be required to get its Statutory Registers audited by the practicing Company Secretary and to obtain Secretarial Compliance Report. Since the paid up capital of the Company is more than Rs.10.00 Lacs, the Statutory Registers are audited by Mr. Nirav Shah, practicing Company Secretary, whose Secretarial Compliance Report is attached herewith which is self explanatory.

Mr. Nirav Shah, Practicing Company Secretary who expresses his inability due to some other assignment and Mr. Punit Lath, Practicing Company Secretary is appointed by the Company to obtain Secretarial Compliance Report.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March'' 2012, the applicable accounting standards have been followed and there has been no material departure.

2. 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 the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March'' 2012 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

11. LISTING:

The Company''s shares are currently listed on Ahmedabad, Vadodara and Pune Stock Exchange. The Company plans to list its entire securities on recognized stock exchange(s) which provides shareholders a nationwide trading facility and unrestricted, unhindered access to the investors to trade in the shares of the Company. Also the trading volume in Ahmedabad Stock Exchange, Vadodara Stock Exchange and Pune Stock Exchange is negligible. Hence, the Company has voluntary applied for De-listing of its equity shares from Vadodara Stock Exchange and Pune Stock Exchange.

12. AUDITORS:

The present Statutory Auditors of the Company, M/s B. S. Rajput & Associates, Chartered Accountants, Ahmedabad, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re- appointment and the Company had received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the Board.

13. AUDITORS'' REPORT

Notes to the accounts, as referred in the Auditor''s Report, are self-explanatory and therefore do not call for any further comments and explanations.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 217 (1) (e) read with the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended on 31st March 2012.

A. Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B. Technology Absorption

NIL

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

14. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE156M01017 As on 31st March 2012 total 17, 49,900 equity shares of the Company have been dematerialized. Members of the company are requested to dematerialize their shares.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

17. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Yuranus Group. FOR AND ON BEHALF OF THE BOARD

Dinesh Desai

Director

Date: 20.08.2012