Directors Report of KDJ Holidayscapes and Resorts Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present Annual Report and the Company''s Audited Accounts for the financial year ended March 31,2015.

1. FINANCIAL RESULTS:

Particulars 2014-15 2013 -14

Sales & other Income 6,44,50,032 3,64,48,966

Expenditure 6,34,69,838 3,72,82,473

Profit/(Loss) before tax 9,80,194 (8,35,347)

Tax 73,34,967 (5,33,387)

Profit/(Loss) after tax (63,54,773) (3,01,960)

2. OPERATIONS

The total income for the year under review was Rs. 6,44,50,032/- as compared to Rs. 3,64,48,966/- in the previous year. The Company has incurred a loss of Rs. 63,54,773/- as compared to loss of Rs. 3,01,960/- in the previous year.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2014-15.

4. DEPOSITS

Details relating to Deposits:

a. Accepted during the year: NIL

b. Remained unpaid or unclaimed as at the end of the year - NIL

c. Default in repayment of deposits or payment of interest thereon during the year - Not Applicable

d. Deposits not in compliance with the provisions of the Companies Act, 2013 - NIL

5. DIRECTORS

Mr. Surendra Kedia (DIN No. 00116205) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

The details in respect of the composition of the Board and its committees as also other details in respect thereto are provided in the Corporate Governance Report forming part of this Annual Report.

The policy in respect of appointment and remuneration of KMP''s and other employees in the Company "The Remuneration Policy" is attached herewith as Annexure A

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors.

DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors as required under Section 197(12) of the Act is attached herewith as Annexure B.

5. STATUTORY AUDITOR''S

The present Statutory Auditors of the Company, M/s. ASL & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company at the previous Annual General Meeting of the Company to hold office till the conclusion of the 26th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting. Your Directors have proposed ratification of their appointment at the forthcoming Annual General Meeting.

Auditors'' Remark/ Observation Basis for Qualified Opinion (Standalone)

1. Note No. 1 (J) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable;

Management Reply

With reference to the observations made by the Auditors in their Report, regarding Non -Provision of Gratuity, Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore hence no provision has been made.

2. Note No. 29, regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" notified under the Act. Due to this Loss for the year is higher by Rs. 7,62,236/-,; the Other Non Current Assets are higher by Rs. 45,73,415 /-; the Other Current Assets are higher by Rs. 7,62,236/-; with consequential effect on Reserves & Surplus;

During the financial year ended 31st March 2012 the Company has incurred certain expenses amounting to Rs. 7,622,358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/10th of the expense amounting to Rs. 762,236 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2015 unamortised portion of these expenses amounting to Rs. 53,35,651/- have been reflected as "Deferred revenue expenditure" in Note 12 & Note 17 of the financial statements.

3. Note No. 30, regarding amortization of, Pre-operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 2,71,216/-, the Other Current Assets are higher by Rs. 1,38,481/- , with consequential effects on Reserves & Surplus;

During the financial year ended 31st March 2011 the Company has incurred certain expenses amounting to Rs. 952,127 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortized over a period of 5 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/5th of the expenses amounting to Rs. 271,216 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2015 unamortized portion of these expenses amounting to Rs. 1,38,481/- have been reflected as "Preoperative expense" in Note 12 & Note 17 of the financial statements

Basis for Qualified Opinion (Consolidated)

1. Note No. 1 (J) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 relating to Employees Benefits. We are unable to comment upon the resultant effect on the, Liabilities and Profit for the year as the amount of such benefit is presently not ascertainable

With reference to the observations made by the Auditors in their Report, regarding Non - Provision of Gratuity, Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore hence no provision has been made

2. Note No. 31(a), regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by Rs. 7,62,236/-, the Other Non Current Assets are higher by Rs. 45,73,415 /-; the Other Current Assets are higher by Rs. 7,62,236/-; with consequential effect on Reserves & Surplus;

During the financial year ended 31st March 2012 the Company has incurred certain expenses amounting to Rs. 7,622,358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/10th of the expense amounting to Rs. 762,236 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2015 unamortised portion of these expenses amounting to Rs. 53,35,651/- have been reflected as "Deferred revenue expenditure" in Note 13 & Note 18 of the financial statements.

3. Note No. 31(b), regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by Rs. 24,96,302/-, the Other Current Assets are higher by Rs. 24,03,609/-, with consequential effect on Reserves & Surplus

During the earlier years, one of the Subsidiaries of the Company have incurred certain expenses amounting to Rs. 1,25,78,391/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/5th of the expense amounting to Rs. 24,96,302/- and debited the same to the Profit and Loss Account of the current year. As on 31st March 2015 unamortised portion of these expenses amounting to Rs. 24,03,609/- have been reflected as "Deferred revenue expenditure" in Note 18 of the financial statements.

4. Note No. 32 (a), regarding amortization of, Pre- operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by Rs. 2,71,216/-; the Other Current Assets are higher by Rs. 1,38,481 /-. with consequential effect on Reserves & Surplus;

During the financial year ended 31st March 2011 the Company has incurred certain expenses amounting to Rs. 952,127 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amotized over a period of 5 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/5th of the expenses amounting to Rs. 271,216 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2015 unamortized portion of these expenses amounting to Rs. 1,38,481/- have been reflected as "Preoperative expense" in Note 13 & Note 18 of the financial statements

5. Note No. 32(b), regarding amortization of, Pre- operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is lower by Rs. 3,57,78,111/- with consequential effect on the Reserves & Surplus; the Other Non Current Assets are higher by Rs. 10,97,11,815/-.

During the earlier years and the current financial year, one of the Subsidiaries of the Company have incurred certain expenses amounting to Rs. 10,97,11,815/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. As on 31st March 2015 unamortised portion of these expenses amounting to Rs. 10,97,11,815/- have been reflected as "Deferred revenue expenditure" in Note 13 of the financial statements.

7. SECRETARIAL AUDITORS:

Ms. Avani S. Popat, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2014-15. The Secretarial Audit Report issued by her has been attached herewith as Annexure C.

Auditors'' Remark/ Observation Management Reply

1. Company has not appointed Internal Shall shortly comply Auditor

2. Company has not appointed Company The Company is on the look Secretary and Chief Financial Officer out of a suitable candidate for the posts and shall appoint one as soon as possible

3. The composition of the Board and its The Company is on the Committees is not as required under the lookout of suitable provisions of the Companies Act, 2013 as candidates and shall also the Listing Agreement entered into shortly fulfill the with Stock Exchanges requirement

4. Company has not convened Meeting of By virtue of point 3 above its Independent Directors as required (reply given thereat) under Clause 49 of the Listing Agreement

5. None of the Independent Directors Shall shortly comply of the Company have been appointed on the Board of Subsidiary Companies

6. There been no Company Secretary in the Shall shortly comply Company, Compliance Officer is acting as the Secretary to the Audit Committee

7. The Website of the Company is not Shall shortly comply properly updated

8. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT -9 in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013 is attached herewith as Annexure D

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in the financial statements forming part of this Annual Report.

10. RELATED PARTY TRANSACTION

Details of related party transaction in Form AOC -2 as per the provisions of Section 134 (3)(h) of the Companies Act, 2013 are attached herewith as Annexure E.

11. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

12. ENERGY CONVERSATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company.

13. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b. 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 the end of the financial year and of the profit or loss of the Company for that period.

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

d. That the Directors had prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial control which are adequate and were operating effectively;

f. That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has two Subsidiary Companies:

1. KDJ Hospital Limited

2. KDJ Hospitality Private Limited

Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC - 1 forms part of the financial statements attached to this report.

16. CORPORATE GOVERNANCE:

Your Company ensures best adherence to the requirement set out by the Securities and Exchange Board of India. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance of the conditions of Corporate Governance are annexed hereto and form part of the Annual Report.

17. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co - operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co - operation.

By order of the Board KDJ Holidayscapes and Resorts Limited

Place: Mumbai Date: 31.08.2015

Surendra Kedia (Chairman) (DIN No.: 00116205

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March 2014.

Financial Results For the year ended For the year ended 31st March 2014 31st March 2013

Income/(Loss) 3,64,48,966 4,60,22,738 Less: Expenditure 3,72,82,473 4,50,06,435 Profit/(Loss) before tax (8,35,347) 10,16,303 Less: Tax Expenses (5,50,237) 2,37,715 Profit/(Loss) After Tax (2,85,110) 7,78,589

OPERATIONS

During the year under review, the total income was Rs. 3,64,48,966/- as compared to Rs.4,60,22,738/- in the previous year. This year Company has incurred a loss of Rs. 2,85,110/- as compared to a profit of Rs. 7,78,589/- in the previous year.

LISTING AND COMMENCEMENT OF TRADING IN RESPECT OF SHARES ISSUED PURSUANT TO AMALGAMATION

A Scheme of amalgamation of "KDJ Holiday scapes Limited" with the Company was sanctioned by the Hon’ble High Court of Bombay on 8th February 2013. In terms of Scheme of Amalgamation, 51,30,000 shares were allotted to the shareholders of KDJ Holiday scapes Limited, the amalgamating Company. Trading in respect of the said shares commenced w.e.f. 2nd September, 2013 on the Bombay Stock Exchange.

PREFERENTIAL ISSUE OF SHARES

The Shareholders at the Annual General Meeting held on 5th August, 2013 had approved allotment of 9,90,000 Equity Shares of Rs.10/- each of the Company on Preferential basis to promoter group entities. The said shares were issued on 26th August, 2013 each at a premium of Rs. 152 per share and are under Lock - in upto 25th August, 2016.

Trading in respect of the said shares commenced w.e.f. 23rd October, 2013 on the Bombay Stock Exchange. STOCK SPLIT

During the year under review the Shareholders accorded their approval for Stock Split, whereby, each equity share of nominal value of Rs.10/- (Rupees Ten only) of the Company was sub - divided into 5 equity shares of Nominal Value of Rs. 2/- (Rupees Two only) each. The said approval was accorded by way of a Special Resolution passed through Postal Ballot in terms of Section 192A of the Companies Act, 1956.

The Members of the Company in the Annual General Meeting held on 26th September, 2012, accorded their consent for voluntary delisting of shares from the Ahmedabad Stock Exchange. The Ahmedabad Stock Exchange vide its letter dated 20th January, 2014 has confirmed the delisting of the Equity Shares of the Company from The Ahmedabad Stock Exchange and removal of the name of the Company from the list of listed companies on The Ahmedabad Stock Exchange. The equity shares of the Company continue to remain listed on Bombay Stock Exchange Limited, recognized stock exchange having nationwide terminal.

DECLASSIFICATION FROM PROMOTER GROUP

During the period under review, two erstwhile promoters, M/s Chirania Trading LLP and Mr. Madhukar Katragadda have been declassified form the Promoter Group of the Company. The Company was acquired by M/s Chirania Trading LLP, by way of an Open offer in 2011. Pursuant to amalgamation of the Company with M/s KDJ Holiday scapes Limited, new promoters were introduced in the Company along with the then existing promoters, M/s Chirania Trading LLP. M/s Chirania Trading LLP expressed its intention to be declassified from the promoter group of the Company which was acknowledged and approved by the Board and the promoter group was accordingly reconstituted declassifying M/s Chirania Trading LLP from the Promoter Group of the Company w.e.f. 15th April, 2014.

The Board having acknowledged and approved the intention of Mr. Madhukar Katragadda to be declassified from the Promoter Group, he was also declassified from the Promoter Group of the Company w.e.f. 8th August, 2014.

DIVIDEND

In view of the losses incurred by the Company during the year under review, the Board does not recommend any dividend for the financial year ended 2014

FIXED DEPOSITS

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

DIRECTORS

1. During the year under review, the Shareholder at the previous Annual General Meeting held on 5th August, 2014, have approved the following:

a. Appointment of Mr. Surendra Kedia as the Whole Time Director designated as the Executive Chairman of the Company w.e.f. 3rd July, 2013;

b. Appointment of Mr. Vinod Deora as the Managing Director w.e.f. 3rd July, 2013;

c. Appointment of Mr. Dinesh Jalan as the Joint Managing Director w.e.f. 3rd July, 2013;

2. Mr. Madhukar Katragadda was appointed as an Additional Director of the Company by the Board of Directors on 11th November, 2013 and holds the office as a Director only upto the conclusion of the ensuing Annual General Meeting.

3. Mr. Konath Parameswaran Kannampilly was appointed as an Independent Director of the Company w.e.f. 26.03.2013. It is proposed to appoint him for a tenure upto 31st March, 2019 and Shareholders’ approval is sought for the same at the ensuing Annual General Meeting.

4. Mr. Surendra Kedia retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

5. Mr. Balram Jhunjhunwala, Non - Executive Independent Director resigned from the Board w.e.f. 21.06.2014

6. Mr. Ghanshyamchandra Sharma, Non - Executive Independent Director resigned from the Board w.e.f. 11.11.2013

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by the Company include financial information of its Subsidiaries prepared in compliance with the applicable Accounting Standards. Pursuant to the circulars dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted to the companies from annexing the individual accounts of all subsidiaries along with the audited financial statements of the company while publishing the Annual Report, subject to certain conditions as mentioned in said circulars. Your Company meets the conditions stated in the aforesaid circulars and therefore the standalone financial statements of each subsidiary will not be annexed with this Annual Report of the Company for the year ended 31st March, 2014.

Accordingly, the Annual Accounts and other related information of the subsidiary companies will be made available for inspection to the shareholders at the registered office of the Company and your company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholders on demand.

INSURANCE

The assets of the Company are adequately insured to the extent required.

AUDITORS

M/s. ASL & Company, Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting and being eligible, offer themselves for re - appointment. It is proposed to appoint them for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the Twenty Sixth Annual General Meeting subject to ratification of their appointment at every Annual General Meeting and fixation of their remuneration by the Board of Directors;

AUDITOR''S REPORT

Auditors'' Remark/Observation Management Reply Basis for Qualified Opinion (Standalone)

i) Note No. 1 (J)) regarding non With reference to the provision of gratuity and leave observations made by the Auditors encashment as required by in their Report, regarding Accounting Standard 15 (AS 15) Non-Provision of Gratuity, relating to Employees Benefits. Directors wish to state that the We are unable to comment upon Company is required to make the resultant effect on Assets, Provision of Gratuity based Liabilities and Profit of the on Actuarial Valuation. This year as the amount of such exercise is very complicated and benefit is presently not also the Company could not find ascertainable. a suitable person for making actuarial valuation at reasonable cost and hence no provision has been made.

ii) Note No. 30 regarding non Management has gone into appeal, provision of income tax liability challenging the tax liability as pertaining to earlier years determined by the department. The amounting to Rs. 71,88,507/-. management is confident that the Had this income tax liability order will be in favor of Company been accounted for in respective and hence no provision has been years , the Current Liabilities made. would have been higher by Rs. 71,88,507/- with consequential effect on Reserves & Surplus.

iii) Note No. 31, regarding During the financial year ended amortization of, Deferred Revenue 31st March 2012 the Company has expenses, which are not in incurred certain expenses accordance with Accounting amounting to Rs. 7,622,358 for Standard - 26 "Intangible Assets" which management was of the view notified under the Act. Due to that these expenses are for this Loss for the year is higher providing future economic benefit by Rs. 7,62,236/-,; the Other Non and accordingly these expenses Current Assets are higher by have not been charged to the Rs. 53,35,650 /-; the Other Profit and Loss Account and has Current Assets are higher by been amortised over a period of Rs. 7,62,236/-; with 10 years. During the year, as consequential effect on per the accounting policy Reserves & Surplus followed consistently, the Company has amortized 1/10th of the expense amounting to Rs. 762,236 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2013 unamortised portion of these expenses amounting to Rs. 6,097,886 have been reflected as "Deferred revenue expenditure" in Note 13 & Note 18 of the financial statements.

iv) Note No. 32, regarding During the financial year ended amortization of, Pre- operative 31st March 2011 the Company has expenses, which are not in incurred certain expenses accordance with Accounting amounting to Rs. 952,127 for Standard - 26 "Intangible which management was of the view Assets" as notified under the that these expenses are for Act. Due to this Loss for the providing future economic benefit year is higher by Rs. 2,71,216/-, and accordingly these expenses the Other Non Current Assets are have not been charged to the higher by Rs. 1,38,481 /-; the Profit and Loss Account and has Other Current Assets are higher been amortized over a period of by Rs. 2,71,216/- , with 5 years. During the year, as per consequential effects on the accounting policy followed Reserves & Surplus consistently, the Company has amortized 1/5th of the expenses amounting to Rs. 271,216 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2013 unamortized portion of these expenses amounting to Rs. 409,697 have been reflected as "Preoperative expense" in Note 13 & Note 18 of the financial statements.

Auditors'' Remark/ Observation Management Reply Basis for Qualified Opinion (Consolidated)

i) Note No. 1 (J)) regarding non Same as point i) of Standalone provision of gratuity and leave remarks encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Assets, Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable.

ii)Note No. 30 regarding non Same as point ii) of Standalone provision of income tax liability remarks pertaining to earlier years amounting to Rs 71,88,507/-. Had this income tax liability been accounted for in respective years, the Current Liabilities would have been higher by Rs 71,88,507/- with consequential effect on Reserves & Surplus

iii) Note No. 33(a), regarding Same as point i) of Standalone amortization of, Deferred Revenue remarks expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 7,62,236/-, the Other Non Current Assets are higher by Rs. 53,35,650 /-; the Other Current Assets are higher by Rs. 7,62,236/-; with consequent- ial effect on Reserves & Surplus

iv) Note No. 33(b), to align the Same as point ii) of Standalone above qualification in the remarks Holding Company, regarding amortization of, Deferred Revenue expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 25,15,267/-, the Other Non Current Assets are higher by Rs. 23,86,849 /-; the Other Current Assets are higher by Rs. 25,13,062/-, with consequential effect on Reserves & Surplus

v)Note No. 34 (a), regarding Same as point iii) of Standalone amortization of, Pre-operative remarks expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by Rs. 2,71,216/-; the Other Non Current Assets are higher by Rs. 1,38,481 /-; the Other Current Assets are higher by Rs. 2,71,216/-. with consequential effect on Reserves & Surplus

vi)Note No. 34(b) to align the Same as reply given in point above qualification in the iii) above. Holding Company, regarding amortization of, Pre-operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Reserves & Surplus; the Other Non Current Assets are higher by Rs. 7,39,33,704

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors have to inform that there was no such employee as mentioned in the section.

CORPORATE GOVERNANCE

Your Company ensures best adherence to the requirement set out by the Securities and Exchange Board of India. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary’s Certificate regarding compliance of the conditions of Corporate Governance are annexed hereto and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

a) Energy conservation measures taken:

The Company takes adequate measures to conserve energy.

b) Additional investments and Proposal, if any, being implemented for reduction of consumption of energy: NIL

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Not Applicable

d) Total energy consumption and energy consumption per unit of production in respect of industries specified in the schedule thereto The Company is not covered under the list of specified industries; however the Company on continuous basis takes measures for conservation of power.

B. Technology Absorption:

e) Efforts made in technology absorption:

Research & Development (R & D): NIL

Technology Absorption, adaptation and Innovation:

The Company is using In - house technology for Meeting the requirements of the clients.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors''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 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 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 provisions 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.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co - operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

For and on behalf of the Board of Directors KDJ Holiday scapes and Resorts Limited

Surendra Kedia (Chairman)

Place: Mumbai Date: 02/09/2014

Regd. Office: 228/5B, Akshay Mittal, Mittal Industrial Estate, Andheri Kurla Road, Marol, Andheri (East), Mumbai - 400059

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Statements of Accounts for the year ended on 31st March 2013.

(Amt in Rs.)

Financial Results For the year ended For the year ended 31st March 2013 31st March 2012

Income/(Loss) 4,60,22,738 21,00,131

Less:- Expenditure 4,50,06,435 9,01,343

Profi t/(Loss) before tax 10,16,303 11,98,788

Less:- Tax Expenses 2,37,714 68,469

Profi t/(Loss) After Tax 7,78,589 11,30,319

OPERATIONS:

During the year under review, KDJ Holidayscapes Ltd. (Transferor Company) was merged into your Company pursuant to the amalgamation Order dated 8th February 2013 passed by the Hon’ble High Court of Bombay. The appointed date for the amalgamation is 1st April 2011. Hence the business refl ected is mainly the operations of the amalgamating company. The total income for the year under review was Rs.4,60,22,738/- as compared to Rs.21,00,131/- in the previous year. This year Company made a profi t of Rs.7,78,589/- as compared to Rs.11,30,319/- in the previous year. The resources of the amalgamating Company are now part of the Company. From the Appointed Date upto the Effective date, the business of KDJ Holidayscapes Limited (Transferor Company) is deemed to have been carried out in trust for the Company. Hence, any income or profi t accruing or arising and any costs, charges, expenses and losses incurred in relation to KDJ Holidayscapes in accordance with the Scheme shall be treated as of the Company. With the amalgamation the management is confi dent of putting better results in the coming fi nancial years.

DIVIDEND:

In view to conserve the profi ts, the Board does not recommend any Dividend for the fi nancial year ended 31st March 2013.

AMALGAMATION:

A Scheme of amalgamation of "KDJ Holidayscapes Limited" with your Company was sanctioned by the Hon’ble High Court of Bombay on 8th February 2013. The order of the Hon’ble High Court was fi led with the Registrar of Companies, Maharashtra, Mumbai. In terms of Scheme of Amalgamation, 51,30,000 shares were allotted to the shareholders of KDJ Holidayscapes Limited. Out of 51,30,000 shares allotted 12,90,000 shares are under lock-in for a period of 3 years from the date of their listing at the BSE Ltd. As a result of the said amalgamation, your Company will be in a position to achieve synergy in its operations with more fi nancial leverage. Pursuant to the Scheme all assets and liabilities of KDJ Holidayscapes have been transferred to and vested in the Company retrospectively with effect from 1st April 2011.

CHANGE IN MANAGEMENT CONTROL:

Pursuant to the amalgamation the Promoters of KDJ Holidayscapes Limited have also become the Promoters of the Company.

CHANGE OF OBJECT:

The hospitality business has been added to the main object of the Company pursuant to the amalgamation of the Company with KDJ Holidayscapes Limited and Order passed by the Hon’ble High Court of Bombay, dated 8th February 2013. The Company is now venturing into hospitality business in addition to the fi nancial services.

CHANGE OF NAME:

Pursuant to the Scheme of amalgamation and Order passed by the Hon’ble High Court of Bombay dated 8th February 2013, the name of the Company will be changed to "KDJ Holidayscapes and Resorts Limited". However, the procedure for change of name of the Company is in process.

CHANGE OF REGISTERED OFFICE:

The Registered offi ce of the Company was shifted from ‘‘Ram House, 4 Gaiwadi Industrial Estate, S.V. Road, Goregaon (West), Mumbai- 400062’’ to ‘’228/5-B, Akshay Mittal, Mittal Industrial Estate, Andheri Kurla Road, Marol, Andheri (East), Mumbai- 400059’’ with effect from 26th March 2013, pursuant to the amalgamation.

CHANGE IN AUTHORISED CAPITAL:

The authorised share capital of the Company has been increased from Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 equity shares of Rs.10/- each to Rs.16,00,00,000/- (Rupees Sixteen Crores only) divided into 1,60,00,000 equity shares of Rs.10/- each on account of amalgamation with ‘KDJ Holidayscapes Limited.

ALLOTMENT OF EQUITY SHARES:

Pursuant to the amalgamation the shareholders of the transferor company have been allotted 51,30,000 equity shares. The new shares are ranking pari passu with the existing equity shares of the Company. The Company has received the listing approval from the BSE Ltd. w.e.f. 20th June 2013. Accordingly the paid up capital of the Company has been increased to Rs.9,94,12,000/- (Rupees Nine Crores Ninety-four Lacs Twelve Thousand only) divided into 99,41,200 equity shares of Rs.10/- each.

PREFERENTIAL ISSUE OF EQUITY SHARES:

Post amalgamation, the Company is expanding its business activities to hospitality industry which requires huge funds. The management thought it desirable to raise the funds by way of equity. The Board of Directors in their meeting held on 3rd July 2013 have passed a resolution for issue of 9,90,000 equity shares on preferential basis to persons belonging to the promoter group and initiated necessary action for obtaining the in-principle approval from BSE Ltd. The Special Resolution is proposed for Members’ approval in the Notice calling the Annual General Meeting.

DELISTING OF SHARES:

The Company sought voluntary delisting of the equity shares listed on the Ahmedabad Stock Exchange. The Members of the Company, in the previous Annual General Meeting held on 26th September 2012, accorded their consent for voluntary delisting of shares from the Ahmedabad Stock Exchange. The delisting of equity shares is still in process.

FIXED DEPOSITS:

The Company has not accepted any fi xed deposits from the public during the year under review.

INSURANCE:

The assets of the Company are adequately insured to the extent required.

DIRECTORS:

During the year under review, Mr. Vinod Deora, Mr. Surendra Kedia and Mr. Dinesh Kumar Jalan were appointed as Additional Directors designated as Executive Directors on the Board of Directors of the Company w.e.f. 26th March 2013. Mr. Konath Kannampilly was also appointed as an Additional Director and designated as Non-Exceutive Independent Director on the Board of Directors of the Company w.e. f. 26th March 2013. According to the provisions of Section 260 of the Companies Act, 1956, they hold offi ce as Directors only up to the date of the ensuing Annual General Meeting. The resolutions for their appointment as Directors pursuant to Section 260 of the Companies Act, 1956 are recommended for shareholders approval.

Mr. Surendra Kedia has been appointed as the Whole-time Director designated as the Executive Chairman of the Company by the Board in their meeting held on 3rd July 2013. The resolution for his appointment is recommended for shareholders’ approval.

Mr. Vinod Deora has been appointed as the Managing Director of the Company by the Board in their meeting held on 3rd July 2013. The resolution for his appointment is recommended for shareholders’ approval.

Mr. Dinesh Jalan has been appointed as the Joint Managing Director of the Company by the Board in their meeting held on 3rd July 2013. The resolution for his appointment is recommended for shareholders’ approval.

Mr. Pawan Agarwal, Director has resigned from the Directorship of the Company (w.e.f. 15th April 2013) and provisions of the Companies Act in this regard have been complied with.

Mr. Balram Jhunjhunwala, Non-Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The resolution for his reappointment as Director is recommended for shareholders’ approval.

Brief resume of the Directors proposed to be appointed/ reappointed and the relevant details as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges are set out in the Annexure to the notes forming part of the notice calling the Annual General Meeting.

SUBSIDIARY COMPANIES:

During the year under review your Company has passed resolution by way of postal ballot for making investment in KDJ Hospital Ltd. Accordingly, your Company has acquired 50.72% stake and KDJ Hospital Ltd. is now a subsidiary of the Company.

Pursuant to the amalgamation of the Company, the wholly owned subsidiary company of KDJ Holidayscapes Ltd. namely, KDJ Hospitality Private Limited is now the wholly owned subsidiary of your Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated fi nancial statements presented by the Company include fi nancial information of its subsidiaries prepared in compliance with the applicable Accounting Standards. Pursuant to the circulars dated 8th February 2011 and 21st February 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited fi nancial statements of the Company while publishing the Annual Report, subject to certain conditions as mentioned in the said circulars. Your Company meets the conditions stated in the aforesaid circulars and therefore the standalone fi nancial statements of each subsidiary will not be annexed with this Annual Report of the Company for the year ended 31st March 2013.

Accordingly, the annual accounts and other related information of the subsidiary companies will be made available for inspection to the shareholders at the registered offi ce of the Company and your Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

AUDITORS:

The Company has received a letter from M/s Singrodia Goyal & Co., Chartered Accountants and the retiring Auditors of the Company informing that they do not seek re-appointment at the forthcoming Annual General Meeting. Meanwhile the Board has received a letter from M/s ASL & Co., Chartered Accountants, u/s 224(1B) of the Act confi rming their eligibility to act as Statutory Auditors of the Company, if appointed, from the conclusion of forthcoming Annual General Meeting till the conclusion of next Annual General Meeting.

The resolution for appointment of M/s ASL & Co., as the Statutory Auditors of the Company is recommended for shareholders’ approval.

AUDITORS REPORT:

The reply of the management to the Auditors’ observations as required to be given under section 217 is as follows:

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors have to inform that there was no such employee as mentioned in the Section.

CORPORATE GOVERNANCE:

Your Company adheres to the requirements set out by the Securities and Exchange Board of India. Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary’s Certifi cate regarding compliance of the conditions of Corporate Governance are annexed hereto and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

The information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

(a) Energy conservation measures taken:

The Company takes adequate measures to conserve energy.

(b) Additional investments and proposal, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Not applicable.

(d) Total energy consumption and energy consumption per unit of production in respect of industries specifi ed in the Schedule thereto

The Company is not covered under the list of specifi ed industries, however the Company on continuous basis takes measures for conservation of power.

B. Technology Absorption:

(e) Efforts made in technology absorption: Research and development (R&D):

NIL

Technology absorption, adaptation and innovation:

The Company is using Inhouse technology for meeting the requirements of the clients.

C. Foreign exchange earnings and outgo:

(f) Activities relating to exports:

The Company has no export related activities

(g) Total foreign exchange used and earned: NIL

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors’ Responsibilities Statement, it is hereby confi rmed:

(i) That in the preparation of the annual accounts for the fi nancial year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 fi nancial year and of the profi t of the Company for the year under review;

(iii) That the Directors had taken proper and suffi cient 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 the accounts for the fi nancial year ended 31st March 2013 on a ‘going concern’ basis.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, offi cers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Two-Up Financial Services Limited

Place: Mumbai Surendra Kedia

Date: 3rd July 2013 Executive Chairman

Regd. Office:

228/5-B, Akshay Mittal,

Mittal Industrial Estate,

Andheri Kurla Road,

Marol, Andheri (East),

Mumbai – 400059

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Mar 31, 2012

The Directors are presenting the Nineteenth Annual Report of your Company together with the Audited Statements of Accounts for the year ended on 31st March 2012.

(Amount in Rs.)

Financial Results For the year ended For the year ended 31st March 2012 31st March 2011

lncome/(Loss) 2,100,131 75

Less:-Expenditure 901,343 533,357

Profit/ (Loss) before tax 1,198,788 (533,282)

Less:- Tax Expenses 68,469 65,976

Profit/(Loss) After Tax 1,130,3191 (1,627,258)

OPERATIONS:

The management has pleasure in informing the members that your Company has commenced its operations and generated income out of the new objects undertaken by the Company during the year under review.

DIVIDEND:

In view to conserve the profits, the Board does not recommend any Dividend for the financial year ended 31st March 2012.

CHANGE OF OBJECT:

The main object of the Company was changed by passing special resolution through postal ballot for which the results were declared on 20th August 2011. The Company is now venturing into advisory and consultancy business in all matters related to capital market, both domestic and international, offering financial services.

CHANGE OF NAME:

The name of the Company was changed from ''Gomti Finlease (India) Limited'' to ''Two-up Financial Services Limited'' vide special resolution passed through postal ballot for which the results were declared on 20th August 2011.

OPEN OFFER:

M/s Chirania Trading LLP (formerly known as Chirania Trading Private Limited), had made an Open Offer pursuant through Merchant Banker, namely M/s Comfort Securities Ltd. The original public announcement was made on 23rd November 2010, corrigendum to public announcement dated 8th March 2011 and letter of offer dated 8th March 2011, pursuant to and in compliance with the regulations 10 and 12 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereto SEBI (SAST) and accordingly became Promoter of the Company.

PREFERENTIAL ISSUE OF EQUITY SHARES:

During the year under review the Company has issued 18,10,000 equity shares on preferential basis to persons other than Promoters.

AMALGAMATION:

A Scheme of amalgamation of the Company with KDJ Hospitality Private Limited and KDJ Holidayscapes Limited having appointed date of 1st April 2011 has been approved by BSE Ltd. but the said scheme has not been filed with High Court for approval since withdrawn due to technical reasons. On 24th July 2012 subsequently a new scheme of arrangement with KDJ Holidayscapes Limited has been filed with BSE, which is subject to the approval of the members.

FIXED DEPOSITS:

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

DIRECTORS:

During the year under review, Mr. Pawan Agarwal (w.e.f. 26th May 2011) was appointed as an Additional Director on the Board of Directors of the Company. Subsequently in the previous Annual General Meeting held on 24th October 2011, the members appointed Mr. Pawan Agarwal as Director of the Company.

Mr. Shriratan Jhunjhunwala, Director has resigned from the Directorship of the Company (w.e.f 14th February 2012) and provisions of the Companies Act in this regard have been complied with.

Brief resume of the Directors proposed to be reappointed and relevant details as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges are set out in the notes forming part of the notice calling the Annual General Meeting.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors have to inform that there was no such employee as mentioned in the section.

COMPLIANCE CERTIFICATE:

The Compliance Certificate issued by M/s Hemanshu Kapadia & Associates, Practicing Company Secretaries, of Mumbai, issued under Section 383A of the Companies Act, 1956, is attached as Annexure to the Directors'' Report.

CORPORATE GOVERNANCE:

Your Company adheres to the requirements set out by the Securities and Exchange Board of India. Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance of the conditions of Corporate Governance are annexed hereto and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

(a) Energy conservation measures taken:

The Company takes adequate measures to conserve energy.

(b) Additional investments and proposal, if any, being implemented for reduction of consumption of energy:

Nil

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Not applicable.

(d) Total energy consumption and energy consumption per unit of production in respect of industries specified in the Schedule thereto

The Company is not covered under the list of specified industries, however the Company on continuous basis takes measures for conservation of power.

B. Technology Absorption:

(e) Efforts made in technology absorption:

Research and development (R&D):

Nil

Technology absorption, adaptation and innovation:

The Company is using Inhouse technology for meeting the requirements of the clients.

C. Foreign exchange earnings and outgo:

(f) Activities relating to exports:

The Company has no export related activities

(g) Total foreign exchange used and earned: NIL

AUDITORS:

During the year under review, the Company appointed new Statutory Auditors namely M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai, having firm Reg. No.112081W in place of earlier Statutory Auditors, namely M/s Kailash Kejriwal & Co., Chartered Accountants by passing an ordinary resolution through postal ballot (results declared on 20th August 2011).

M/s Singrodia Goyal & Co., Statutory Auditors of the Company will retire on conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limits specified under section 224(1 B) of the Companies Act, 1956. The members are requested to consider their re-appointment as Auditors for the financial year ending 31st March 2013 at remuneration to be decided by your Board of Directors or any Committee thereof at a later date.

AUDITORS'' OBSERVATIONS:

As required under Section 217 of the Companies Act, 1956, the management reply to the Auditors'' qualification is as under: Auditors'' Observation reported in the Annexure to the Reply of the management

Auditors'' Report

3 (d) In our opinion and to the best of our information and The observation of the Auditor is noted by the Board, according to the explanations given to us, the said Balance At present there are very few employees working in the Sheet, Statement of Profit and Loss Account and cash flow Company, hence it was decided to provide the liability on statement dealt with this report comply with the Accounting actual basis as and when incurred. However, the Company Standards referred to in Section 211 (3C) of the Companies shall comply the accounting standard 15 in future Act, 1956 except, Accounting Standard 15 (AS-15) relating to Accounting of Employee Benefits as referred to in Note 1(G). We are unable to comment upon the resultant effect on the assets, liabilities, and profit for the year, as the amount of such benefits presently not ascertainable.

3 (e) Attention is invited to Note No.25 of Notes to Accounts Your management is of the view that the department has regarding non provision of income tax liability amounting to wrongly demanded interest under Section 234B and 220(2) Rs. 78,91,279. Due to this, profit for the year is higher by Rs. and hence the same has not been recognised as liability. Your 78,91,279 having a consequential impact on accumulated management has already filed an appeal before the higher profits and current liabilities authority for waiver of interest.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibilities 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 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 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 the accounts for the financial year ended 31st March 2012 on a ''going concern'' basis. POSTAL BALLOT:

Your Directors have to inform you that the Members have passed the following special resolutions and ordinary resolutions through postal ballot procedure as per the Postal Ballot Regulation 2001 read with the Companies (passing of the resolution by postal ballot) Rules, 2011:

Following resolutions were passed through postal ballot during the year under review:

Special Resolutions

1) Alteration in Main Objects Clause under section 17

2) Inserting new clause in other objects under section 17

3) Deletion of clause from Incidental and Ancillary objects under section 17

4) Change of Name of the Company under section 21

5) Alteration in Article no. 5 of the Articles of Association under section 31 Ordinary Resolutions

1) Increase in Authorized Share Capital of the Company under section 94 and 16.

2) Appointment of M/s Singrodia Goyal & Co. as Statutory Auditors of the Company under section 224(6) and 226.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation to banks and shareholders for their continued support in the trying times of the Company.

For and on behalf of the Board of Directors For Two-up Financial Services Limited

Pawan Agarwal Chairman

Date: 16th August 2012 Place: Mumbai

Regd. Office:

Ram House, 4, Gaiwadi Industrial Estate,

S V. Road, Goregaon (West), Mumbai - 400 062.

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Mar 31, 2011

The Members,

The Directors are presenting the Eighteenth Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2011.

(In Rs.)

Financial Results For the year ended For the year ended

31st March, 2011 31st March, 2010

Income/(Loss) 75 1,665

Less:- Expenditure 533,357 16,196,761

Profit/ (Loss) before tax (533,282) (16,195,096)

Less:- Provision for Tax 65,976 5,222,621

Profit /(Loss) After Tax (1,627,258) (6,811,017)

Add: Balance as per last yea (38,762,336) (31,951,319)

Less: Amount reflected in Capital Reserve in earlier years 14,964,485 _

Balance carried forward to Balance Sheet (25,425,109) (38,762,336)

OPERATIONS:

There were no operations in the Company during the financial year.

In the financial year under review, the Company was taken over by the present management in accordance with the guidelines prescribed by the Securities Exchange Board of India. The new management is in the process of business plan and future course of action. You Company expects to start the operations in the current financial year.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

During the year under review, Mr. Ghanshyamchandra Sharma (w.e.f 01st December, 2010) and Mr. Pawan Agarwal (w.e.f. 26th May 2011) were appointed as Additional Directors on the Board of Directors of the Company.

According to the provisions of section 260 of the Companies Act, 1956, they hold office as Directors only up to the date of the ensuing Annual General Meeting. The resolutions for their appointment as Directors pursuant to section 260 of the Companies Act, 1956 are recommended for shareholders approval.

Mr. Ramabtar Jhunjhunwala, Director of the Company from the erstwhile management, expired on 7th October, 2010. The sad demise of the Promoter Director was a great loss for the Company.

CHANGE OF OBJECT:

The main object of the Company was changed by passing Special Resolution through postal ballot for which the result were declared on 20th August, 2011. The Company is now venturing into advisory and consultancy business in all matters related to capital market, both domestic and international, offering financial services.

CHANGE OF NAME:

The name of the Company was changed from Gomti Finlease (India) Limited to Two-up Financial Services Limited vide special resolution passed through postal ballot for which the results were declared on 20th August 2011.

PREFERENTIAL ISSUE OF EQUITY SHARES:

The Board of Directors in their meeting held on 26th September, 2011 have passed a resolution for allotment of equity shares and initiated necessary action for obtaining the in-principal approval from Bombay Stock Exchange. The relevant special resolution is proposed to be passed at the ensuing Annual General Meeting of the members of the Company.

FIXED DEPOSITS:

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

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors have to inform that there was no such employee as mentioned in the section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since your Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

There was no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE:

Your Company adheres to the requirements set out by the Securities and Exchange Board of India. Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance of the conditions of Corporate Governance are annexed hereto and forms part of the Annual Report.

AUDITORS:

The Company has appointed new Statutory Auditors namely M/s Singrodia Goyal & Co., Chartered Accountants, Mumbai, having firm Reg. No.112081 W in place of earlier Statutory Auditor of M/s Kailash Kejriwal & Co., Chartered Accountants by passing an ordinary resolution through postal ballot (results declared on 20th August, 2011).

M/s Singrodia Goyal & Co., Chartered Accountants, Statutory Auditors of the Company will retire on conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limits specified under section 224(1B) of the Companies Act, 1956. The members are requested to consider their re-appointment as Auditors for the financial year ending 31st March, 2012 at remuneration to be decided by your Board of Directors or any Committee thereof at a later date.

AUDITORS'' OBSERVATIONS:

As required under section 217 of the Companies Act, 1956, the management reply to the Auditors'' qualification is as under:

Auditors'' Observation reported in the Annexure to the Auditors'' Report Reply of the management

3 (e) Attention is invited to Note no. 2 of Schedule 11 of Notes to Accounts regarding non provision of income tax liability amounting to Rs. 78.91 lacs. Due to this, loss for the year is lower by Rs. 78.91 lacs having a consequential impact on accumulated losses and current liabilities. No provision has been made in accounts in accounts in respect of Income Ta x Liability for interest u/s 234 B and 220(2) as per orders passed for prior years as representation is being made by the company before higher authorities for waiver of interest and the management is of the opinion that there would be no liability on this account.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibilities 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 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 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 the accounts for the financial year ended 31st March 2011 on a ''going concern'' basis.

POSTAL BALLOT:

Your Directors have to inform you that the Members were passed the special resolution and ordinary resolution through postal ballot procedure as per the postal ballot regulation 2001.

Following resolutions were passed through postal ballot:

Special Resolutions

1) Alteration in Main Objects Clause under section 17.

2) Inserting new clause in other objects under section 17.

3) Deletion of clause from Incidental and Ancillary objects under section 17.

4) Change of Name of the Company under section 21.

5) Amendment in Article no. 5 of the Articles of Association under section 31.

Ordinary Resolutions

1) Increase in Authorized Share Capital of the Company under section 94 and 16.

2) Appointment of M/s Singrodia Goyal & Co. as Statutory Auditors of the Company under section 224(6) and 226.

OPEN OFFER:

M/s Chirania Trading Private Limited having registered office at A-1601, Lakshachandi Heights, Gokuldham Goregaon (E), Mumbai-400063, had made an Open Offer through Merchant Banker, namely M/s Comfort Securities Ltd. The original public announcement was made on 23rd November 2010, corrigendum to public announcement dated 8th March 2011 and letter of offer dated 8th March 2011, pursuant to and in compliance with the regulations 10 and 12 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto SEBI (SAST) Regulations. This open offer was made by the Acquirer to acquire upto 600240 equity shares of face value of Rs. 10/- each of the target Company representing 20% of total issued, subscribed and paid up capital of the Target Company ("Offer Size") at a price of Rs. 5/- (Rupees Five Only) per fully paid up equity share ("Offer Price") payable in cash.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to banks and shareholders for their continued support.

For and on behalf of the Board of Directors TWO-UP FINANCIAL SERVICES LIMITED

Pawan Agarwal Mumbai, 26th September, 2011 Director

Regd. Office:

Ram House 4 Gaiwadi Indl. Estate, S V Road, Goregaon (West), Mumbai- 400 062

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Mar 31, 2010

The Directors are presenting herewith their i seventeenth Annual Repot together with the audited accounts tor the period ended 31stMarch. 2010.

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year

(Rs.ln Lacs) {Rs.ln Lacs)

operating profit/iioss) before interest, depreciation & tax (6.42) 0.46

Less : interest 9.46 0.01

Profit (Loss) for the year Before (15.88) 0.45

The Company has reversed piovision of Rs. 146.07 lacs (last year Rs. 2,63 lacs) on non -performing Assets as we have written off the debts asbad during Ihe year under review.

The recovery from the MM purchase transactions mas bad inspite or the Gtigation l pending ini the Court against the defaulters.. The dispute with Slate Bank of India waa resolved during [he year amicably and their dues are fully settled.

Wiih overall improvement expected in the economy, and dispute with State Bank of India settled, the Directors are hopeful of better performance tor the current yaar.

3.DIVIDEND

In view of losses, The Directors do not recommend any dividend tor the year.

4 RBI - REJECTION AS NBPC

The application for registration as an NBFC has been rejected by Reserve Bank or India under its Herniations during 2002-2003 However, the company is not carrying any NBFC activities, for the last 9-10 years.

5, REPORT ON CORPORATE GOVERUANCE

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock exchanges where its Shares are listed. A Certificate from Statutory Auditors regarding compliance of conditions of Corporate Governance attached to this report forms part of the Annual Report.

6. DEMATLRILISATION

The Company has during the F. Y. 2001-2002 entered in to an agreement with Central Depository Services Limiited (CDSL) a Depository established under provisions of Depository Act, 1996, for facilitatlng, holding and settlement of trade in eqully shares of the company in a scrip-lass manner in eleelronic mode the Company has successfully convened equity shares from physical mode in to electronic mode of the shareholders around 43.69% The Companys scrip is trading In Denial mode at Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

7. DELISTIBNG 0FSHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange. Mumbai. The Company has not paid listing rues payable to Ahmedabad Stock ; Exchange, in view of the pending request for delisting. The demand notice received from Ahmedabad Stock Exchange for F. Y. 1996-1997 to F. Y. 2009-2010 Rs. 7.500/- per year aggregating to Rs. 97,500/- is not considered in accounts.

8. PARTCULARS OF EMPLOYEES

The company does not have any employees covered u/s 217 (2A) of the Companies Act. 19S6.

9. PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

10. ENERGY CONSERVATION

Other particular regardnig conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217 (i) (e) of the Companies Act 1956 are not applicable to the. company.

11. DIRECTORS RESPONSBILITY STATMEMENT

The Board of Directors of your company state

a) That in the preparation of the annual accounts. the applicable accounting standards had been followed.

b) 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 Slate of affairs of the company at the end of the financial year and of the loss of the company tor that period

C) That the directors had taken proper and Sufficient care lor the maintenance of adequate accounting records in accordance with the provisions Of the Companies Act 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

12- DIRECTORS

In accordance with the Articles of Association of the company, Stih R. R Jhunjhunwala retires by rotation at the forthcoming annual general meeting,eligible offers himself tor reappointment.

13. AUDITORS REPORT

Members attention is drawn to Note no. B-2 to B-3 of the Notes to the accounts In Schedule - M referred to by the auditors In their report regarding non provision of Listing fees of Ahmedabad Stock Exchange and non provision of Income Tax demands. The Board is of the Opinion that the aforesaid notes are sell explanatory and do note call (or any further explanation.

14. AUDITORS

The auditors of the company M/s. Kailash Kajriwal & Co., Chartered Accountants hold office up to the conclusion of the ensuing Annual General Heeling

and being eligible, offer themselves for reappointment,

You are requested to appoint auditors and lix their remuneration.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Place ; Mumbaii R.R. JHUNJHUNWALA

Dated : 13-08-2010 Chairman

---

Mar 31, 2009

The Directors are presenting herewith their Sixteenth Annual Report together with the audited accounts tor the period ended 31" March, 2009.

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating profit/(loss) before interest, depreciation & tax (2.17) (0.36) Less : Interest — — Depreciation Profit/(Loss) for the year (2.17) (0.36)

2. PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial. Companies, the Company has covered amount of Rs.2.62 lacs on Non -performing Assets as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions. The State Bank of India had filed suit in High Court, Mumbai for recovery of its dues. The Honble High Court, Mumbai has appointed Court Receiver as per its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year.

3. DIVIDEND

In view of losses, the Directors do not recommend any dividend for the year.

4. RBI - REJECTION AS NBFC

The application for registration as an NBFC has been rejected by Reserve Bank of India under its Regulations during 2002-2003. However, the company is not carrying any NBFC activities for the last 7-8 years.

5. REPORT ON CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed. A Certificate from a Statutory Auditor regarding compliance of conditions of Corporate Governance is attached to this report forms part of the Annual Report.

6. DEMATERIAUSATION

The Company has during the F. Y. 2001-2002 entered in to an agreement with Central Depository Services Limited ( CDSL ) a Depository established under provisions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scrip less manner in electronic mode. The Company has successfully converted equity shares from physical mode in to electronic mode of the shareholders around 25.84%. The Companys scrip is also trading in Demat mode at Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

7. DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange, Mumbai. The Company has not paid listing fees payable to Ahmedabad Stock Exchange. In view of the pending request for delisting. The demand notices received as under :

Name of the Stock Exchange from the F. Y. 1996-1997 to F. Y 2008-2009

Ahmedabad Stock Exchange Ltd. @ Rs. 7.500/- per year aggregating to Rs. 82.500/-

8. PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217 (2A) OF THE Companies Act. 1956.

9. PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

10. ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217 (1) (e) of the companies Act. 1956 are not applicable to the company.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) 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 the end of the financial year and of the loss of the company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

12. DIRECTORS

In accordance with the Articles of Association of the company, Shri B. R Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

13. AUDITORSREPORT

Members attention is drawn to Note no. B-1 to B-3 of the Notes to the accounts in Schedule - M referred to by the auditors in their report regarding non provision of interest payable to State Bank of India, and non provision of Listing fees of Ahmedabad Stock Exchange and non provision of Income Tax demands and Note no. B-9 relates to non-compliance of accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note is self explanatory and do note call for any further explanation.

14. AUDITORS

The auditors of the company M/s. K. M. Garg & Co. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration

FOR AND ON BEHALF OF BOARD OF DIRECTORS Place : Mumbai R. R. JHUNJHUNWALA Dated : 10-08-2009 Chairman

---

Mar 31, 2008

The Directors are presenting herewith their Fifteenth Annual Report together with the audited accounts for the period ended 31st March, 2008.

1) FINANCIAL HIGHLIGHTS Current Year Previous Year (Rs.in Lacs) (Rs. in Lacs)

Operating profit/ (loss) before interest, depreciation & tax (0.36) (2.10) Less : Interest - - Depreciation - - Profit/(Loss) for the year (0.36) (2.10)

2. PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial. Companies, the Company has written off NIL on Non - performing Assets and reversed an amount of Rs. 0.38 lacs as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions. The State Bank of India had filed suit in High Court, Mumbai for recovery of its dues. The Honble High Court, Mumbai has appointed Court Receiver as per its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year.

In view of losses, the Directors do not recommend any dividend for the year.

3. RBI - REJECTION AS NBFC

The application for registration as an NBFC has been rejected by Reserve Bank of India under its Regulations during 2002-2003. However, the company is not carrying any NBFC activities for the last 7-8 years.

4. REPORT ON CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed. A Certificate from a Statutory Auditor regarding compliance of conditions of Corporate Governance is attached to this report forms part of the Annual Report.

5. DEMATERIALISATION

The Company has during the F. Y. 2001-2002 entered in to an agreement with Central Depository Services Limited ( CDSL ) a Depository established under provisions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scrip less manner in electronic mode. The Company has successfully converted equity shares from physical mode in to electronic mode of the shareholders around 8.72%. The Companys scrip is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

6. DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange, Mumbai. The Company has not paid listing fees payable to Ahmedabad Stock Exchange. In view of the pending request for delisting. The demand notices received as under:

Name of the Stock Exchange From the F. Y. 1997-1998 to F. Y. 2007-2008

The Stock Exchange, Ahmedabad @ Rs. 7.500/- per year aggregating to Rs. 82.500/-

7. PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217 (2A) OF THE Companies Act. 1956.

8. PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9. ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217 (1) (e) of the companies Act. 1956 are not applicable to the company.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) 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 the end of the financial year and of the loss of the company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

11. DIRECTORS

In accordance with the Articles of Association of the company, Shri S. R Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

12. AUDITORS REPORT

Members attention is drawn to Note no. B-1 and B-11 of the Notes to the Accounts in Schedule - L referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. Note no. B-11 relates to non-compliance of accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note is self explanatory and do note call for any further explanation.

13. AUDITORS

The auditors of the company M/s. K. M. Garg & Co. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Place : Mumbai R. R. JHUNJHUNWALA Dated : 14-08-2008 Chairman

---

Mar 31, 2007

The Directors are presenting herewith their Fourteenth Annual Report together with the audited accounts for the period ended 31st March, 2007.

1) FINANCIAL HIGHLIGHTS Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating profit/(loss) before interest, depreciation & tax (2.13) (0.04)

Less : Interest - -

Depreciation - -

Profit(Loss) for the year (2.13) (0.04)

2. PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial. Companies, the Company has written off NIL on Non-performing Assets and reversed an amount of Rs. 2.68 lacs as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions. The State Bank of India had filed suit in High Court, Mumbai for recovery of its dues. The Honble High Court, Mumbai has appointed Court Receiver as per its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year. In view of losses, the Directors do not recommend any dividend for the year.

3. RBI - REJECTION AS NBFC

The application for registration as an NBFC has been rejected by Reserve Bank of India under its Regulations during 2002-2003. However, the company is not carrying any NBFC activities for the last 6-7 years.

4. REPORT ON CORPORATE GOVERNANCE

THe Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed. A Certificate from a Statutory Auditor regarding compliance of conditions of Corporate Governance is attached to this report forms part of the Annual Report.

5. DEMATERIALISATION

The Company has during the F. Y. 2001-2002 entered in to an agreement with Central Depository Services Limited (CDSL) a Depository established under provisions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scrip less manner in electronic mode. The Company has successfully converted equity shares from physical mode in to electronic mode of the shareholders around 0.04%. The Companys scrip is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

6. DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange, Mumbai. The Company has not paid listing fees payable to Ahmedabaekt Stock Exchange. In view of the pending request for delisting. The demand notices received as under:

Name of the Stock Exchange From the F. Y. 1997-1998 to F. Y. 2006-2007

The Stock Exchange, Ahmedabad @ Rs. 7.500/- per year aggregating to Rs.75.000/-

7. PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217(2A) OF THE Companies Act. 1956.

8. PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9. ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the companies Act. 1956 are not applicable to the company.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the company state:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) 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 the end of the financial year and of the loss of the company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors had prepared the annual accounts on a going concern basis.

11. DIRECTORS

In accordance with the Articles of Association of the company, Shri R. R Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment,

12. AUDITORSREPORT

Members attention is drawn to Note no. B-1 and B-11 of the Notes to the Accounts in Schedule - L referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. Note no. B-11 relates to non-compliance of accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note is self explanatory and do note call for any further explanation.

13. AUDITORS

The auditors of the company Mis. K. M. Garg & Co. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration

---

Mar 31, 2006

The Directors are presenting herewith their Thirteenth Annual Report together with the audited accounts for the period ended 31st March, 2006.

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating proflt/(loss) before - -

interest, depreciation & tax (0.04) (4 98)

Less : Interest - -

Depreciation - -

Profit/(Loss) for the year (0.04) (4.98)

PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has written off NIL on Non-performing Assets and reversed an amount of Rs.21.37 lacs as we have recovered during the year under review

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions

The State Bank Of India had filed suit in High Court, Mumbai for recovery of its dues. The Honble High Court. Mumbai has appointed Court Received as per its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year In view of losses, the Directors do not recommend any dividend for the year.

3) RBI-REJECTION AS NBFC

The application for registration as an NBFC has been rejected by Reserve Bank Of India under its Regulations during 2002-2033. However, the company is not carrying any NBFC activities for the last 5-6 years

4) REPORT ON CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed. A Certificate from a Statutory Auditor regarding compliance of conditions of Corporate Governances attached to this report forms part of the Annual Report.

5) DEMATERIALISATION

The Company has during the F.Y. 2001-2002 entered into an agreement with Central Depository Services Limited (CDSL) a Depository established under provisions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scripless manner in electronic mode The Company has successfully converted equity shares from physical mode into electronic mode of the shareholders around 95%. The Companys scrip is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL)

6) DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange. Mumbai. The Company has not said listing fees payable to Ahmedabad Stock Exchange, in view of the pending request for delisting. The demand notices received as under:

Name of the Stock Exchange From the: F.Y.1997-1998 to F.Y.2005-2006

The Stock Exchange, Ahmedabad : @ Rs 7,500/- per year aggregating to Rs.67,500/-

7) PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217(2A) of the Companies Act, 1956

8) PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9) ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company

10) DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state.

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) 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 the end of the financial year and of the loss of the company for that period

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) that the directors had prepared the annual accounts on a going concern basis.

11) DIRECTORS

In accordance with the Articles of Association of the company. Shri B. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

12) AUDITORS REPORT

Members attention is drawn to Note no. B-1 and B-11 of the Notes to the Accounts in Schedule-M referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. Note no B-11 relates to non-compliance of Accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation

13) AUDITORS

The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. You are requested to appoint auditors and fix their remuneration

FOR AND ON BEHALF OF BOARD OF DIRECTORS Mumbai R. R. JHUNJHUNWALA Dated : 14-08-2006 Chairman

---

Mar 31, 2004

The Directors are presenting herewith their Eleventh Annual Report together with the audited accounts for the period ended 31st March. 2004

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating profit/(loss) before interest, depreciation & tax (5.45) (16.57) Less: Interest Depreciation Profit/(Loss) for the year (5.45) (16.57)

2) PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has written off NIL on Non-performing Assets and reversed an amount of Rs. 18.32 lacs as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions

The State Bank Of India had filed suit in High Court. Mumbai for recovery of its dues. The Honble High Court. Mumbai has appointed Court Receiver as oer its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year In view of losses, the Directors do not recommend any dividend for the year

3) RBI REJECTION AS NBFC

During the previous year under review, the company had received communication from the Reserve Bank of India (RBI) rejecting its application for registration as an Non-Banking Financial Companies (NBFC). Since no business activities were carried for the last 4-5 years, and also in view of Net Owned Fund iNOF) of the Company falling below the required quantum, the RBI has rejected registration as an NBFC under its Regulations

4) REPORT ON CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Ex- changes where its shares are listed. A Certificate from a Statutory Auditor regarding compliance of conditions of Corporate Governance is attached to this re- port forms part of the Annual Report.

5) DEMATERIALISATION

The Company has during the F.Y 2001-2002 entered into an agreement with Central Depository Services Limited (CDSL) a Depository established under pro- visions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scripless manner in electronic mode The Company has successfully converted equity shares from physical mode into electronic mode of the shareholders around 95% The Companys scrip is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL)

6) DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange. Mumbai. The Company has not paid listing fees payable to Ahmedabad Stock Exchange, in view of the pending request for delisting. The demand notices received as under:

Name of the Stock Exchange From the F.Y.1997-1998 to F.Y.2003-2004

The Stock Exchange. Ahmedabad @ Rs 7,500/- per year aggregating to Rs.52.500/-

7) PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217(2A) of the Companies Act. 1956.

8) PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9) ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(i)(e) of the Companies Act, 1956 are not applicable to the Company

10) DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of your company state ;

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pru- dent 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 loss of the company for that period

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Com panies Act. 1956 safeguarding the asset* of the company and for preventing and detecting fraud and other irregularities

d) that the.directors had prepared the annual accounts on a going concern basis.

11) DIRECTORS

In accordance with the Articles of Association of the company, Shri R. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and be- ing eligible, offers himself for reappointment.

12) AUDITORSREPORT

Members attention is drawn to Note no. B-1 and B-11 of the Notes to the Accounts in Schedule-M referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. Note no. B-11 relates to non-compliance of Accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation

13) AUDITORS

The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting ana being eligible, offer themselves for reappointment. You are requested to appoint auditors and fix their remuneration

FOR AND ON BEHALF OF BOARD OF DIRECTORS Mumbai: R. R. JHUNJHUNWALA Dated : 02-06-2004 Chairman GOMTI FINLEASE (INDIA) LIMITED

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Mar 31, 2003

The Directors are presenting herewith their Tenth Annual Report together with the audited accounts for the period ended 31st March, 2003.

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating profit/(loss) before interest, depreciation & tax (16.57) (25.49)

Less: Interest - -

Depreciation - -

Profit/(Loss) for the year (16.57) (25.49)

2) PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has written off additional Rs.13 20 lacs on Non-performing Assets and reversed an amount of Rs.39.13 lacs as we have recovered during the year under review

The recovery from the hire purchase transaction* was badly affected due to the continued adverse money market conditions.

The State Bank Of India had filed suit in High Court. Mumbai tor recovery of its dues. The Honble High Court. Mumbai has appointed Court Receiver as per its Order, which is continued during the year. The matter of recovery Is now with the Debt Recovery Tribunal for final disposal.

With overall Improvement expected in the economy, the Directors are hopeful of better performance tor the current year. In view of losses the Directors do not recommend any dividend for the year.

3) RBI-REJECTION AS NBFC

During the previous year under review the company has received communication from the Reserve Bank of India (RBI) rejecting its application for registration as an Non-Banking Financial Companies (NBFC). Since no business activities were carried (or the last 4-5 years, and also in view of Net Owned Fund (NOF) of the Company falling below the required quantum the RBI has rejected registration as an NBFC under Its Regulations.

4) REPORT ON CORPORATE GOVERNANCE

The Board of Directors have decided to incorporate the Compliance Certificate as required under clause 49 of the Listing Agreement Relating to Corporate Governance in the year when it will be actually implemented. Also, since (he Peid-Up Capital of the Company I* above Rs. 3 Crore, the applicability of report on Corporate Governance is due in F.Y. 2002-2003. The same is appended. The said report I* annexed to the Directors Report forms part of the Annual Report. A certificate from the Statutory Auditors of the Company, in this regard, is Included In the Annual Report.

5) DEMATERLISATION

The Company has during the last year has entered into an agreement with Central Depository Services Limited (CDDL) a Depository established under provisions of Depository Act, 1996. for facilitating, holding and settlement of trade in equity shares of the company in a scripless manner in electronic mode. The Company has successfully converted equity shares from physical mode Into electronic mode of the shareholders around 95%. The Companys scrip is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

6) DELISTING OF SHARES

The company has paid during the year Annual Listing Fees payable to The Stock Exchange, Mumbai. The Company has not paid listing fees payable to Ahmedabad Stock Exchange in view of the pending request for delisting. The demand notices received a* under

Name. of the Stock Exchange From the F.Y.1997 to F.Y 1997-1998

The Stock Exchange. Ahmedabad @Rs.7,500/. per year aggregating to Rs.45.000/-

7) PARTICULARS OF EMPLOYEES

The company does not have any employees covered U/S 217(2A) of the Companies Act, 1956.

8) PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9) ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company.

10) DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) 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 the end of the financial year and of the toss of the company for that period.

c) that the director* had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities.

d) that the directors had prepared the annual accounts on a going concern basis.

11) DIRECTORS

In accordance with the Articles of Association of the company. Shri B. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

12) AUDITORS REPORT

Members attention is drawn to Note no. B-1 and B-11 of the Notes to the Accounts in Schedule-M referred to by the auditors in their report regarding non provision of Interest payable to Stats Bank of India. Note no. B-11 relates to non-compliance of Accounting Standard 22 relating to Accounting for Taxes on Accounts. The Board is of the opinion that the aforesaid note Is self explanatory and do not call for any further explanation.

13) AUDITORS

The auditors of the company Ms. Jayesh Thakur & Co.. Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. You are requested to appoint auditors and fix their remuneration.

FOR AND ON BEHALF OF BOARD OF DIRECTORS Mumbai R. R. JHUNJHUNWALA Dated: 02-06-2003 Chairman

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Mar 31, 2002

The Directors are presenting herewith their Ninth Annual Report together with the audited accounts for the period ended 31st March, 2002.

1) FINANCIAL HIGHLIGHTS

Current Year Previous Year Rs. (in lacs) Rs. (in lacs) Operating profit/(loss) before

interest, depreciation & tax (18.44) (25.49)

Less : Interest -- --

Depreciation -- --

Profit/(Loss) for the year (18.44) (25.49)

2) PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has provided additional Rs.14.41 lacs on Non-performing Assets and reversed an amount of Rs. 38.51 lacs as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions.

The State Bank Of India had filed suit in High Court. Mumbai for recovery of its dues. The Honble High Court, Mumbai has appointed Court Receiver as per its Order, which is continued during the year. The matter of recovery is now with the Debt Recovery Tribunal for final disposal.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year.

In view of losses, the Directors do not recommend any dividend for the year.

3) RBI - Rejection as NBFC

During the year under review, the company has received communication from Reserve Bank of India (RBI) rejecting its application as an Non-Banking Financial Companies (NBFC). Since, no business activities carried for the last 4-5 years, and also in view of Net Owned Fund (NOF) of the Company falling below required quantum, the RBI has rejected registration as an NBFC under its regulation.

4) REPORT ON CORPORATE GOVERNANCE

The Board of Directors have decided to incorporate the Compliance Certificate as required under clause 49 of the Listing Agreement Relating to Corporate Governance in the year when it will be actually implemented. Also, since the Paid-Up Capital of the Company is above Rs. 3 Crore, the applicability of report on Corporate Governance is due in F.Y. 2002-2003.

5) DEMATERLISATION

The Company during the year has entered an agreement with Central Depository Services Limited (CDSL) a Depository established under provisions of Depository Act, 1996, for facilitating, holding and settlement of trade in equity shares of the company in a scripless manner in electronic mode. The Company has successfully converted equity shares in physical mode into electronic mode of the shareholders around 95%. The Companys script is also trading in Demat mode in Stock Exchange. Our similar application is still pending with National Security Depository Services Limited (NSDL).

6) DELISTING OF SHARES

The company during the year has paid arrears of Annual Listing Fees payable to The Stock Exchange, Mumbai. The Company has not paid listing fees payable to Ahmedabad Stock Exchange, in view of the pending request for delisting. The demand notices received as under :

Name of the Stock Exchange

The Stock Exchange, Ahmedabad

From the F.Y. 1997-1998 F.Y. to 2001-2002

@ Rs. 7,500/- per year aggregating to Rs.37,500/-

7) PARTICULARS Of EMPLOYEES

The company do not have any employees covered U/S 217(2A) of the Companies Act, 1956.

8) PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

9) ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company.

10) DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state :

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed.

b) that in 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 loss of the company for that period.

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) that the directors had prepared the annual accounts on a going concern basis.

11) DIRECTORS

In accordance with the Articles of Association of the company, Shri S. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

12) AUDITORS REPORT

Members attention is drawn to Note no. B-1 of the Notes to the Accounts in Schedule-M referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation.

13) AUDITORS

The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. You are requested to appoint auditors and fix their remuneration.

For and on behalf of Board of Directors

Mumbai : R.R. JHUNJHUNWALA

Dated : 20.5.2002 Chairman

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Mar 31, 2000

The Directors are presenting herewith their Seventh Annual Report together with the audited accounts for the period ended 31st March, 2000.

FINANCIAL HIGHLIGHTS

Current Year Previous Year (Rs. in Lacs) (Rs. in Lacs)

Operating profit/(Loss) before interest, depreciation & tax (0.56) (55.77)

Less : Interest -- --

Depreciation 4.78 9.17

Loss on sale of Assets on Lease termination 14.81 6.67

Profit/(Loss) for the year (20.15) (71.61)

PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financing Companies, the Company has provided additional Rs. 5.05 lacs on Non-performing Assets and reversed an amount of Rs. 7.92 lacs as we have recovered during the year under review. The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions which also affected fresh business adversely.

The State Bank of India has filed suit in High Court, Mumbai for recovery of its dues. The Hon'ble Court, Mumbai has appointed Court Receiver as per its Order.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year. In view of losses, the Directors do not recommend any dividend for the year.

DELISTING OF SHARES

The Company has not paid Annual Listing Fees payable to The Stock Exchange, Mumbai and Ahmedabad in view of the pending request for delisting. The demand notices received as under :

Name of the Stock Exchange Year Amt.(Rs.)

The Stock Exchange, Mumbai 1997-1998 1998-1999 61,500/- 1999-2000

The Stock Exchange, Ahmedabad - do - 22,500/-

PARTICULARS OF EMPLOYEES

The Company do not have any employees covered U/S 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public.

ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

In accordance with the Articles of Association of the company, Shri S.R.Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

AUDITORS' REPORT

Members' attention is drawn to Note no B-1 of the Notes to the Accounts in Schedule-N referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation.

AUDITORS

The auditors of the company M/s Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration.

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Mar 31, 1999

The Directors are presenting herewith their Sixth Annual Report together with the audited accounts for the period ended 31st March, 1999.

FINANCIAL HIGHLIGHTS Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Operating profit/(loss) before interest, depreciation & tax (55.77) (318.70)

Less : Interest -- --

Depreciation 9.17 13.67

Loss on sale of Fixed Asset 6.67 --

Profit/(Loss) for the year (71.61) (332.37)

PERFORMANCE

As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has provided additional Rs. 72.93 lacs on Non-performing Assets and reversed an amount of Rs. 121.85 lacs as we have recovered during the year under review.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions which also affected fresh business adversely.

The State Bank Of India had filed suit in High Court, Mumbai for recovery of its dues. The Hon'ble High Court, Mumbai has appointed Court Receiver as per its Order.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year. In view of losses, the Directors do not recommend any dividend for the year.

DELISTING OF SHARES

The company has not paid Annual Listing Fees payable to The Stock Exchange, Mumbai and Ahmedabad in view of the pending request for delisting. The demand notices received as under :

Name of the Stock Exchange Year Amt(Rs.)

The Stock Exchange, Mumbai 1997-98 and 1998-99 41,000/-

The Stock Exchange, Ahmedabad -do- 15,000/-

4) Y2K COMPLIANCE

The company does not have any Computer Systems owned and hence the question of Y2K Compliance is not relevant.

PARTICULARS OF EMPLOYEES

The company do not have any employees covered U/S 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSITS

The company has not accepted any fixed deposits from the public.

ENERGY CONSERVATION

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS

In accordance with the Articles of Association of the company, Shri S. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

AUDITORS' REPORT

Members' attention is drawn to Note no. B-1 of the Notes to the Accounts in Schedule-N referred to by the auditors in their report regarding non provision of interest payable to State Bank of India. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation.

AUDITORS

The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration.

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Mar 31, 1998

The Directors are presenting herewith their Fifth Annual Report together with Audited Accounts for the year ended 31st March, 1998.

FINANCIAL HIGHLIGHTS Current Year Previous Year Rs. (in Lacs) Rs. (in Lacs)

Operating profit/(loss before interest, depreciation & tax (318.70) (86.59)

Less : Interest - 0.03 Depreciation 13.67 19.40

Profit/(Loss) for the year (332.37) (106.02)

PERFORMANCE As prescribed by the guidelines issued by the Reserve Bank of India as applicable to Non Banking Financial Companies, the Company has provided additional Rs. 335.83 lacs on non-performing assets.

The recovery from the hire purchase transactions was badly affected due to the continued adverse money market conditions which also affected fresh business adversely.

The State Bank Of India had filed suit in High Court, Mumbai for recovery of its dues. The Hon'ble High Court, Mumbai has appointed Court Receiver as per its Order.

The primary and the secondary markets have continued to be depressed in nature and hence the company could not do any non fund based activities like underwriting of public issues, loan syndication, public issue management etc.

With overall improvement expected in the economy, the Directors are hopeful of better performance for the current year.

In view of losses, the Directors do not recommend any dividend for the year.

PROMISES V/S PERFORMANCE A comparison of the projections given in the prospectus dated 03-04-1995 and the actual performance for the year ended 31-03-1998 is as under :

PROJECTIONS PERFORMANCE Rs. in lacs Rs. in lacs

Income 446.90 23.61 Profit after tax 185.35 (332.37) Proposed Dividend 15% Nil

The projections could not be achieved for the reasons brought in Item-2 above.

DELISTING The members are aware of the adverse performance of the Company and about the problems that it is facing, since last few years as also the fact of appointment of the Court Receiver by the Bombay High Court. Also, each one of us is concerned and aware about the depressed money market conditions and overall adverse position of the economy. In this view of the matter, the company considers it appropriate to opt for voluntary delisting of its equity shares on the Stock Exchanges of Mumbai and Ahmedabad. For this purpose, the company, in compliance with the norms and procedures to be followed by companies to voluntary delisting of its equity shares, on the Stock Exchanges, makes appropriate and adequate offer to the equity shareholder who would be affected by this action. Detailed factual position is given in the notice for the Annual General Meeting and the Explanatory statements enclosed to the notice under the provisions of section 173(2) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES The company do not have any employees covered U/S 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSITS AND OTHER PARTICULARS The company has not accepted any fixed deposits from the public.

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(1)(e) of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS In accordance with the Articles of Association of the company, Shri R. R. Jhunjhunwala retires by rotation at the forthcoming annual general meeting, and being eligible, offers himself for reappointment.

AUDITORS' REPORT Members' attention is drawn to Note no. B-I of the Notes to the Accounts in Schedule-O referred to by the auditors in their report regarding non provision of internal payable to State Bank of India. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation.

AUDITORS The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration.

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Mar 31, 1997

Information is not available.

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Mar 31, 1996

The Directors have pleasure in submitting their Third Annual Report together with the audited accounts for the year ended 31st March, 1996.

2) DIVIDEND

In view of the losses after making provision on non-performing assets, your directors do not recommend any dividend for the year.

3) PERFORMANCE

It can be observed from the results that the gross revenue from the operations declined from Rs.136.70 lacs in the previous year to Rs. 55.15 lacs during the year under review. This was mainly due to the prevailing adverse money market which resulted in delayed recoveries and loss of business. The bankers to the Company State Bank Of India also restrained the Company to operate its cash credit account with the Bank for no valid reasons. During the year under review, the primary and the secondary markets wore depressed in nature and hence the company could not do much non fund based activities like underwriting of public issues, loan syndication, public issue management etc. Also in view of the guidelines issued by the Reserve Bank Of India as applicable to Non Banking Financial Companies, the Company has provided Rs. 64.92 lacs on non-performing assets.

4) PROMISES V/S PERFORMANCE

A comparison of the projections given in the Prospectus dated 03-04-1995 and the actual performance for the year ended 31-03-1996 is as under :

PROJECTIONS PERFORMANCE Rs. in lacs Rs. in lacs ----------- ----------- Income 288.86 90.19 Profit after tax 111.89 22.81 Proposed Dividend 15% Nil

The projections could not be achieved for the reasons brought in Item-3 above.

5) FINANCE

During the year under review, the company raised funds through issue of capital of Rs. 120.00 lacs consisting of Rs. 45.00 lacs as contribution from promoters and balance Rs.75.00 lacs from public raising the paid up capital to Rs. 300.12 lacs. The issue was oversubscribed and all the formalities were completed well within the time. The company's shares are listed at the Bombay and Ahmedabad Stock exchanges.

a) SUBSIDIARY

The statement required under Section 212 of the Companies Act 1956 in respect of the subsidiary company is enclosed hereto forming part of this report.

7) PARTICULARS OF EMPLOYEES

The company do not have any employees covered U/S 217(2A) of the Companies Act, 1956.

a) PUBLIC DEPOSITS AND OTHER PARTICULARS

The company has not accepted any fixed deposit from the public.

Other particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished under Section 217(i)(e) of the Companies Act, 1956 are not applicable to the Company.

9) DIRECTORS

During the year under review, Shri R.K. Bubna resigned as a Director. The directors place on record their appreciation for the services rendered by him during his association with the company.

In accordance with the Articles of Association of the company, Shri R.R.Jhunjhunwala and Shri S.R. Jhunjhunwala retire by rotation at the forthcoming annual general meeting, and being eligible, offer themselves for reappointment as director.

10) AUDITORS REPORT

Members' attention is drawn to Note no. B-3 of the Notes to the Accounts in Schedule-O referred to by the auditors in their report regarding non provision of interest payable to State Bank Of India. The Board is of the opinion that the aforesaid note is self explanatory and do not call for any further explanation.

11) AUDITOR'S

The auditors of the company M/s. Jayesh Thakur & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to appoint auditors and fix their remuneration.

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Mar 31, 1995

To, The Shareholders,

The Directors have pleasure in submitting their Second Annual Report together with audited accounts for the year ended 31st March, 1995.

2) DIVIDEND

The directors are pleased to recommend for maintaining the dividend @ 10% (p.a.) on the increased equity capital absorbing Rs.13.48 lacs against Rs.3.15 lacs for the previous year.

3) PERFORMANCE

The gross income from operation increased from Rs.91.41 lacs for the previous period to Rs.162.49 lacs for the year under review showing an increase of about 78%. During the year under review the company diversified its activities into bill discounting, leasing of plant and machineries, trading and brokerage in shares and other non fund based activities like underwriting of public issues, loan syndication, public issue management etc. These new activities contributed substantially to the income.

During the year under review, the company was granted Category I Merchant Banker by SEBI.

The business activities of the company are improving during the current year and the directors are hopeful of achieving better results.

4) FINANCE

During the year under review the company increased the equity share capital by Rs.80 lacs to meet the long term working capital requirements.

During the current year, the company issued further capital of Rs.120.00 lacs consisting of Rs.45.00 lacs contribution from promoters and balance Rs.75.00 lacs issued to public. The issue was oversubscribed and was closed in May 1995. The post issue formalities are under progress.

5) SUBSIDIARY

During the year under review the company invested Rs.14.20 lacs in Gomti Capital Markets (India) Ltd. (GCIL) acquiring 1,70,000 equity shares of Rs.10/- each fully paid up due to which it become subsidiary of your company.

M/s. Gomti Capital Markets (India) Ltd. is engaged in non fund based activities like share brokerage etc. The company has also applied to OTCEI and Bhubneswar Stock Exchange for their membership.

The statement required under Section 212 of the Companies Act, 1956 in respect of the above subsidiary company is enclosed hereto forming part of this report.

6) PARTICULARS OF EMPLOYEES

The company do not have any employee covered U/S 217 (2A) of the Companies Act, 1956.