డైరెక్టర్ల నివేదిక Tirupati Fin-Lease Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 31" Annual Report together with the Audited Statement
of Accounts for the year ended 31" March, 2024.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31" March, 2024 are as under:

fRs. in Lakhs)

Particulars	2023-24	2022-23
1. Profit before Depreciation and Tax	153.66	16.12
2. Depreciation	0.68	0.55
3. Profit (Loss) Before Tax	152.98	15.57
4. Provision for taxation	25.40	2.30
5. Profit (loss) after Tax	127.58	13.27

STATEMENT OF COMPANY’S AFFAIRS:

During the year the company has profit of Rs. 127.58 Lakhs compare to Rs. 13.27 lakhs in previous year.
Trend in Equity Markets, Commodities and Real estate will affect the business of the company.

DIVIDEND:

Your director does not recommend dividend for the year.

SHARE CAPITAL:

The paid up capital of the company as on 31" March 2024 was Rs 30,042,000/-. During the year under
review, the company has not issued any shares. The company has not issued shares with differential
voting rights. It has neither issued employee stock options nor sweat equity shares and does not have
any scheme to fund its employees to purchase the shares of the company.

TRANSFER TO RESERVES:

The company has transferred profit to the Reserve as required to be kept by the company and the
balance is transferred to surplus reserves.

MATERIAL CHANGES AND COMMITMENTS;

There are no other material changes and commitments that have occurred between the end of financial
year of the company and the date of this report affecting the financial position of the company as at 31"
March, 2024.

SUBSIDIARY COMPANIES:

Your company doesn''t have any subsidiary company during the year; hence consolidation of financial
data of subsidiary company is also not applicable to the company for financial year 2023-24.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GfV

Since the Company is not engaged in manufacturing activities, the information as required under the
provisions contained in Section 134(3)(m) of the Companies Act, 2013 & rules made thereunder, with
respect to conservation of energy and technology absorption are not applicable. There are no foreign
exchange earnings and outgo during the year under review.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTY:

All contracts/ arrangements/ transactions entered by the company during the financial year with related
party were in ordinary course of business and on an arm''s length basis. During the year, the company
had not entered into any contract/ arrangement/ transaction with related parties which could be
considered material or potential conflict with the interest of the company in accordance with the policy
of the company on materiality of related parly transactions.

Disclosures pursuant to Non-Banking Financial Company - Systemically Important Non-Deposit taking
Company and Deposit taking Company (Reserve Bank) Directions, 2016 last updated June 14, 2022
("said Master Direction").

RELATED PARTY TRANSACTIONS:

(Pursuant to clause 4.3 of Annex XIV of the said Master Direction)

(1) Details of all material transaction with related parties are disclosed at Note No. 31 to the
Standalone Financial Statements;

(2) The web-link for the policy on dealing with the Related Party Transactions is
https://www.tirupatifinlease.co.in/

AUDITORS:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 (Act) and other applicable
provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended
from time to time, M/s. Meet B Shah & Associates, Chartered Accountants, (Firm Registration No
0150627W) as statutory auditor of the company to hold the office from the conclusion of 27^lh Annual
General Meeting till the conclusion of the Annual General Meeting to be held in the Financial year 2024¬
25.

However The Board of Directors at its meeting held on August 14, 2024 appointed M/s. STAP & CO.,
Chartered Accountants (FRN: 132148W), to hold the office as the Statutory Auditor of the Company till
the conclusion of the 31st Annual General Meeting to fill the casual vacancy caused by the resignation of
M/s. Meet B Shah & Associates.

Further The Board recommended the appointment of M/s. STAP & CO., Chartered Accountants (FRN:
132148W), as Statutory Auditors of the Company to hold the office for a period of 5 years, from the
conclusion of 31st Annual General Meeting, till the conclusion of the 36th Annual General Meeting of the
Company to be held in the year 2029 at such remuneration plus applicable taxes, and out of pocket
expanses, as may be determined and recommended by the Audit Committee in consultation with the
Auditors and duly approved by the Board of Directors of the Company from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024
is available on the Company''s Website at www.tirupatifinlease.co.in.

SECRETARIAL AUDIT- REPORT:

The secretarial audit report is enclosed with director report and there is no adverse remark stated in
Secretarial Audit Report expect for non-publication of financial result in the newspaper. The results are
published on Website and stock exchange from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015
Management Discussion and Analysis report providing a Complete Details of Business is forming a part
of the annual report.

CORPORATE SOCIAL RESPONSIBILITY fCSRl:

Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of
Corporate Social Responsibility, at present this provision is not applicable to the Company.

BOARD OF DiRErtTOR?;;

Mrs. Pushpadevi Bajranglal Agarwal Whole-time Director of the Company retires by rotation at this
annual general meeting and being eligible, offers herself for reappointment, the board of directors
recommends to approve her appointment.

Further, in terms of section 149 read with section 1B2 of the Companies Act 2013, an independent
director is now not required to retire by rotation, and may be appointed on the Board of the Company
for maximum two terms of up to five years each.

The Board has appointed Mr. Jitesh Radhoshyam Agrawal (DIN: 10718669) and Mr. Rupkumar Manilal
Agarwal (DIN: 08406913) as an additional director of the Company in the capacity of Independent
Director (Non-Executive) in the meeting of the Board of Directors of the Company held on Wednesday,
14*'' August, 2024 for a period till the general meeting to be held for the Financial Year 2023-24 and
recommended the member to regularize their appointment and appoint them for a period of one term of
five (5) year by passing special resolution in this Annual General Meeting.

INDEPENDENCE OF DIRECTOR:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and
SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 for the appointment of
Independent Director is not Applicable to the company. So Now the company has to follow the provision
of Companies Act 2013 only.

And all Independent directors of the company have confirmed their independence in terms of the
requirements of Companies Act, 2013.

MEETING OF THE BOARD:

During the Financial year, Five Board meetings were held on 30.05.2023, 29.07.2023, 09.11.2023 &
14.02.2024. The gap between any two Board Meetings did not exceed 120 days. The attendances of the
Directors are as below and last date of AGM was 26* August 2023.

Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the last AGM
Mr. Bajranqlal Aqarwal	Executive Director	4	Yes
Mrs. Pushpadevi Agarwal	Executive Director	4	Yes
Mr. Mahesh Ramavtar Mittal	Non-Executive Director	4	Yes
Mr. Sivanandinqh Indrasinh Chauhan	Non-Executive Director	4	Yes

COMMITTEES OF THE BOARD:

Currently the Board has two committees viz:

1) Audit Committee
Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement)
Regulation, 2015 is not applicable to the company.

At present the Audit Committee comprises of Three Directors. Details of the composition, number of
meetings held during the year and their attendance are as under:

Name	Position held	Attendance at Audit Committee meeting held on
		30.05.2023	29.07.2023	09.11.2023	14.02.2024
Mr. Sivanandingh Indrasinh Chauhan	Chairman & Independent Director	Yes	Yes	Yes	Yes
Mr. Mahesh Ramavtar Mittal	Independent Director	Yes	Yes	Yes	Yes
Mrs. Pushpadevi Agarwal	Executive Director	Yes	Yes	Yes	Yes

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board
is kept apprised.

2) Remuneration Policy & Remuneration paid to Board of Directors:

The Nomination and Remuneration committee currently consist of 2 Non-executive Director. There were
one meeting held during the year on 29-07-2023. ^

INDEPENDENT DIRECTORS’ MEETING:

The Independent Directors met without the attendance of Non-Independent Directors and members of
the Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole; the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

The meeting of Independent Director was held on 14.02.2024 and they reviewed the Performance of
Every Members of the various committees and the Board as a whole.

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD. COMMITTEES OF THE BOARD
AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance, the Directors individually
including Independent Directors as well as the evaluation of the working of its Committees. The
evaluation was carried on the basis of structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Board''s functioning
such as adequacy of the composition of the Board and its Committees, level of engagement and
participation, Board culture, execution and performance of specific duties, obligations and governance.
The Board has expressed their satisfaction with the evaluation process. In pursuant to Regulation 17(10)
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the evaluation of Independent Directors was done by the entire board of directors
which includes - (a) Performance of the directors; and (b) Fulfillment of the independence criteria as
specified in the regulations and their independence from the management.

Criteria adopted for evaluation;

The Board shall evaluate the roles, functions, duties of Independent Directors (ID''s) of the Company.
Each ID shall be evaluated by all other directors'' not by the Director being evaluated. The board shall
also review the manner in which ID’s follow guidelines of professional conduct. Further, in a separate
meeting of Independent Directors, performance of non-independent directors, the Board as whole and
the Chairman of the Company was evaluated.

i. Performance review of all the Non-Independent Directors of the company on the basis of the
activities undertaken by them, expectation of board and level of participation;

ii. Performance review of the Chairman of the Company in terms of level of competence of chairman
in steering the company;

iii. The review and assessment of the flow of information by the Company to the board and manner
in which the deliberations take place, the manner of placing the agenda and the contents therein;

iv. The review of the performance of the directors individually, its own performance as well as
evaluation of working of its committees shall be carried out by the board;

v. On the basis of performance evaluation, it shall be determined by the Nomination and
Remuneration Committee and the Board whether to extend or continue the term of appointment
of ID subject to all other applicable compliances.

REMUNERATION POLICY:

The Board has, on the recommendation of Nomination and Remuneration committee framed a policy for
selection and appointment of Directors, Senior Management and their Remuneration.

VIGIL MECHANISM:

In pursuant to the provision to the provision of section 177(9) & (10) of the Companies Act, 2013 and in
terms of the listing Agreement your company has established a Vigil Mechanism of the company which
also incorporates Whistle Blower Policy for its Directors and employees to safeguard against
victimization of persons who use vigil mechanism and to report genuine concerns. The Audit Committee
of your company shall oversee the Vigil Mechanism.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

Details of internal Control system are given in the Management Discussion and Analysis Report, which
forms the part of the Director''s Report.

ADEQUACY Or INTERNAL FINANCIAL CONTROL:

Internal Financial Control remains an important component to foster confidence in a company''s financial
reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of
Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules,
2014 your Company has in place adequate internal controls with reference to financial statements and
are operating effectively. The Company has devised proper system of internal financial control which is
commensurate with size and nature of Business. The Board has appointed M/s. Pritesh Shah & Co.

Chartered Accountants as a Third party Internal Auditor of the Company pursuant to provisions of
Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control.

DEVELOPMENT AND IMPLEMENTflTIONjOEJRISIC MANAGEMENTJPOLICY;

The Board of Directors of the Company has taken necessary measures regarding potential risk affecting
the company. Further risk to the Company is provided in Management Discussion and Analysis in this
Annual Report.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND
SECURITIES PROVIDED:

The details of Loans, investments, guarantees and securities covered under provisions of section 186 of
the Companies Act, 2013 are provided in the Standalone Financial Statements and are in ordinary
course of Business.

DEPOSITS:

The company has not accepted the Deposits from the Public during the year under report.

LISTING:

The shares of the Company are listed on BSE Limited.

DEMATERIALIZATION OF SHARES:

To provide best services to the shareholders and investors, company''s equity shares are made available
for dematerialization in electronic form in the Depository systems operated by National Securities
Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Director
Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31“ March, 2024 the
applicable accounting standards had been followed along with proper explanation relating to
material departures.

2. 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 and of the profit of the
Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

4. That the directors had prepared the accounts for the financial year ended 31“ March, 2024 on a
going concern basis.

5. That the director had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and

6. That 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

PARTICULARS OF THE EMPLOYEES:

The company has no employee drawing the remuneration of Rs 5 lacs per Month or Rs 60 lacs per
annum. Whereas the disclosure as required under Rule 5(1) of the companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year. - The Company is paying remuneration to Directors
name Mr. Bajranglal Agarwal, Mrs. Pushpadevi Bajranglal Agarwal - Rs 3 Lakhs Each
Per annum & Rs 1.68 lakhs to Company Secretary.

2. The percentage increase in remuneration of each director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in the financial year: NIL

3. The percentage increase in the median salaries of employees in the financial year: N.A.

4. The number of permanent employees on the rolls of the Company: (Eleven)

((9; (Hti>''**^s**“) -¹ )l

5. Percentage increase or decrease in the market quotation of the shares of the Company in
comparison to the rate at which the Company come out with the last Public Offer: N.A

6. Average percentile increases alroady made in the salaries of the employee other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration: NA

7. The Key parameters for any variable component of remuneration availed by the Directors: N.A.

The Company affirms remuneration is as per the remuneration policy of the Company. There is no
employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing
Regulations) on 2nd September, 2015 which was implemented within a period of Ninety Days of the
Notification i.e. by 1" December, 2015.

The new Listing Regulations has provided exemption under regulation 15(2) (a) from applicability of
Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of
listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not
exceeding rupees twenty five crores as on the last day of the previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore,
not required mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as
specified in Para C of Schedule V to the Listing Regulations.

However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act,
2013 shall continue to apply, wherever applicable.

The certificate as required under Schedule V (E) of the Listing Regulations, regarding compliance of
conditions of Corporate Governance is annexed to this report.

CODE or CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has established a code of conduct for Prevention of Insider Trading. The necessary
preventive actions, including closure of trading window around the time of any price sensitive events
information are taken care. All covered person have given declarations affirming compliance with the
said code. The detailed policy is uploaded on website of the Company.

DISCLOSURE FOR MAINTENANCE OF COST RECORDS:

The provision of Application of Cost Record in Compliance of Companies (Accounts) Rules, 2014 & in
respect of section 148(1) of the Companies Act, 2013 is not applicable to the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 f31 OF 20161 DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company
Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against
customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy
Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
HANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE
FINANCIAL YEAR:

It is Not Applicable to the Company, during the financial year.

STATUTORY COMPLIANCE:

The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013.
The Company has also complied with the directions issued by RBI from time to time.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the
Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted
services of employees of the Company.

DATE: 14 08-2024 FOR AND ON BEHALr Or THE

PLACE: AHMEDABAD BOARD OF DIRECTORS OF

TIRUPATI FINLEASE LIMITED

Pushpadevi B. Agarwal >^e>l0] H|) Bajranglal B. Agarwal

Whole Time Director \W/\ /O// Whole Time Director

DIN: 00606296 __// DIN: 00605957

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Mar 31, 2014

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2014 are as under:

(Rs. in Lacs) Particulars 2013-2014 2012-2013

1. Profit before Depreciation and Tax 4.11 1.87

2. Depreciation 0.19 0.26

3. Profit (Loss) Before Tax 3.92 1.61

4. Provision for taxation 0.00 0.00

5. Profit (loss) after Tax 3.92 1.61

DIRECTORS:

Mr. Vittu Agarwal resigned from the post of directorship and Mr. Kalpesh Agarwal appointed as an additional director of the company. Ms. Pushpadevi Bajranglal Agarwal Director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND:

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

Akshay Patel & Associates, Auditors of the Company retires at the conclusion of the Annual General Meeting and Pritesh Shah & Companies is appointed as auditor of the company in the Annual General Meeting.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. 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.

2. 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 and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE:

Your Company has followed the recommendations and code of corporate governance. A Separate report on Corporate Governance is provided in a Separate annexure.

LISTING:

The shares of the Company are listed on Ahmedabad, Rajkot and Madras Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES:

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Since the Company is not engaged in manufacturing activities, the information as required under the provisions contained in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of * Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable. There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 02.08.2014 FOR AND ON BEHALF OF THE

PLACE: AHMEDABAD BOARD OF DIRECTORS,

CHAIRMAN

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2013 are as under:

(Rs. in Lacs)

Particulars 2012-2013 2011-2012

1. Profit before Depreciation and Tax 1.87 1.00

2. Depreciation 0.26 0.22

3. Profit (Loss) Before Tax 1.61 0.78

4. Provision for taxation 0.00 0.02

5. Profit (loss) after Tax 1.61 0.76

DIRECTORS :

Mr. Vittu Bajranglal Agarwal Director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Akshay Patel & Associates, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE :

Your Company has followed the recommendations and code of corporate governance. A Separate report on Corporate Governance is provided in a Separate annexure.

LISTING:

The shares of the Company are listed on Ahmedabad, Rajkot and Madras Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Since the Company is not engaged in manufacturing activities, the information as required under the provisions contained in Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable. There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 28.06.2013 FOR AND ON BEHALF OF THE PLACE: AHMEDABAD BOARD OF DIRECTORS,

CHAIRMAN

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31 st March, 2012 are as under:

(Rs. in Lacs)

Particulars 2011-2012 2010-2011

1. Profit before Depreciation and Tax 1.00 0.48

2. Depreciation 0.22 0.23

3. Profit (Loss) Before Tax 0.78 0.25

4. Provision for taxation 0.02 0.05

5. Profit (loss) after Tax 0.76 0.20

DIRECTORS :

Mr. Bajranglal Agarwal Director of the Company retires by rotation at this annual general meeting and being eligible, offers himself for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Akshay Patel & Associates, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. 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.

2. 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 and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE :

Your Company has followed the recommendations and code of corporate governance. A Separate report on Corporate Governance is provided in a Separate annexure.

LISTING:

The shares of the Company are listed on Ahmedabad, Rajkot and Madras Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Since the Company is not engaged in manufacturing activities, the information as required under the provisions contained in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable. There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 05.09.2012 FOR AND ON BEHALF OF THE PLACE: AHMEDABAD BOARD OF DIRECTORS

CHAIRMAN