Directors Report of Tokyo Finance Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 31st Annual Report on the state of affairs of the Company together with the Audited Financial Statements, for the financial year ended on 31st March, 2025. This report covers the financial results and other developments during 1st April 2024 to 31st March 2025 in respect of Tokyo Finance Limited.

1. FINANCIAL RESULTS

The highlights of the financial results are as follows:

Particulars	Fortheyearended March 31,2025	Fortheyearended March 31,2024
Revenue from Operation	82.56	77.96
Other Income	0.20	83.30
Total Income	82.76	161.26
Total Expenditure	60.23	48.18
Net Profit before tax	22.53	113.08
Tax expenses	(0.30)	1.22
Net Profit/ Loss after tax	22.83	108.76

2. REVIEW OF BUSINESS OPERATIONSAND FUTURE PROSPECTS

During the year, the Company continued its lending activities in line with its NBFC registration. Focus remained on maintaining a conservative credit profile, ensuring liquidity, and strengthening operational efficiency. The Company will continue to explore opportunities for sustainable growth while mitigating risks through prudent financial management.

The Company recorded a turnover of Rs. 82.56 lakhs, as against Rs. 77.96 lakhs in the previous Financial Year. The net profit for F Y 2024-25 stood at Rs. 22.83 lakhs as against net profit of Rs. 108.76 lakhs in previous year.

3. DEPOSITS

The Company has not accepted deposits during the financial year ended March 31, 2025 nor there were any unpaid/unclaimed deposits at the financial year ended on March 31,2025 falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest is outstanding.

4. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43Aof the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its website.

5. DIVIDENDANDTRANSFERTOIEPF

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2025.

The Company was not required to transfer any unpaid/unclaimed amount of dividend to Investor Education and Protection Fund.

6. TRANSFERTORESERVES

No amounts were transferred to reserves.

7. CHANGE IN THE NATURE OF BUSINESS.

There were no changes in the nature of business during the financial year ended March 31, 2025.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN END OF THE FINANCIAL YEARTO WHICH THIS FINANCIALSTATEMENTS RELATETILLTHE DATEOF THE REPORT, IFANY AFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

9. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUSASAT END OF THE FINANCIALYEAR.

During the year under review, there were no application made and proceeding initiated/pending underthe Insolvency and Bankruptcy Code, 2016.

As on the date of this report, there is no application or proceeding pending against your company underthe Insolvency and Bankruptcy Code, 2016.

10. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

12. AUDITORSANDAUDITORS'' REPORTA. StatutoryAuditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. UBG & Co., Chartered Accountant, (Firm

Registration No. 141076W), were appointed as statutory at the Twenty-Eighth AGM till the conclusion ofThirty ThirdAnnual general Meeting for the period of 5 years.

The Statements made by theAuditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

B. Secretarial Auditor

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (M. No.: 1157) as the SecretarialAuditor pursuant to the provision of Section 204 of the CompaniesAct, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Financial year 2024-25.

The SecretarialAudit Reportforthe financial year 2024-25 is attached herewith asAnnexure-1.

The Secretarial Audit Report for the financial year ended 31st March, 2025 contains following Qualifications:

Board''s Comments on Observations of SecretarialAuditor

i. The Company has not complied with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to submission of Annual Report with the District Officer.

The non-submission was inadvertent and due to an oversight. The company shall take necessary steps to complete all the pending submissions.

ii. The Company has not filled the vacancy in the post of Company Secretary (KMP) and Compliance Officer within the timeline prescribed under section 203 of the CompaniesAct, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, respectively.

The delay was due to challenges in identifying a suitable and qualified candidate for the role. However, the position has since been filed and the Company is now in compliance. The Board has resolved to ensure that such key positions are filled in a timely manner in the future.

iii. The Company being an NBFC has not filed prescribed mandatory XBRL returns with Reserve Bank of India.

The delay occurred due to internal transition in the finance and compliance teams. The Company has taken steps to strengthen its regulatory compliance systems and monitoring mechanisms.

iv. The company has delayed in filing Form MGT-14 with MCA for resolution passed by the Board for revision in the remuneration of Managing Director.

The delay was inadvertent and due to an oversight. The form has been filed subsequently with additional fees. The Company is taking steps to improve its compliance tracking processes.

v. Intimation of cessation of Mr. Chamanlal Andrjibhai Kutchhi (DIN: 00058092) was submitted to the stock exchange beyond the prescribed time.

The delay was unintentional. Going forward, the Company ensure timely disclosures to the stock exchange as per SEBI (LODR) requirements.

vi. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director without first being registered in the Independent Director''s Data Bank.

The delay was inadvertent and due to an oversight.

vii. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director of the Company by the Board on 2nd September 2024 and regularized by the shareholders at theAGM held 30th September 2024, however Form DIR-12 for her appointment was not filed with MCA as on 31st March 2025.

The non-filing was due to an administrative oversight. The necessary form is being filed along with applicable additional fees. The Company has now put in place internal controls to ensure timely statutory filings.

C. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors has appointed R. C. K. &Co. CostAccountants FRN: 002587 as InternalAuditorofthe Company for conducting the InternalAudit of the Company.

13. EXTRACTOFTHEANNUALRETURN

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 the Company shall place the Annual Return for FY 2024-25 on its website www.tokyofinance.in once the same is submitted to ROC.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGSAND OUTGO

Your Company has not consumed energy of any significant level and accordingly, no additional investment was made for reduction of energy consumption during the year under review. Considering the nature of activities undertaken by your Company, no comment is made on technology absorption.

During the year under review there were no earnings in foreign exchange and there was no foreign exchange outgo.

15. DIRECTORS & KEY MANAGERIAL PERSONNELA. Retirement by Rotation

1. In accordance with the provisions of the CompaniesAct, 2013 and theArticles ofAssociation of the Company, Mr. Haresh V. Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

B. ProposedAppointments:

1. The term of Mr. Velji Lakhadir Shah (DIN: 00007239) as Managing Director expires on 6th February, 2026. Keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, the re-appointment of Mr. Velji Lakhadir Shah as Managing Director for the term of 3 years w.e.f 7th February, 2026 is placed for Members approval.

2. Mr. Viraj Devang Vora (DIN: 08448823) was appointed as Independent Director of the Company by the members for a period of 5 consecutive years commencing from 29th September, 2020 and ending on 28th September, 2025.

As per Section 149(10) of the Act, Board of Directors recommends re-appointment of Mr. Viraj Devang Vora for another term of five consecutive years w.e.f 29th September, 2025.

3. Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149,150,152 read with Schedule lV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board recommends appointment of Mrs. Jinali Modi (DlN: 07533545) as Independent Director for the term of five consecutive years i.e. from September 27,2025 to September 26,2030.

C. Retirements

The tenure of Mrs. Jagruti Mayurbhai Sanghvi (DIN- 07144651) who was appointed for Second Term as Non Executive Independent Directors w.e.f. 30th December, 2020 expires at the conclusion of ensuing Annual General Meeting; accordingly, she shall cease to be the Director of the Company. The Board of Directors places on record its appreciation for the association and contribution made by her during their tenure.

D. Changes during theyear

During the year under review,

Mrs. Swagata Vinayak Indulkar resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. May 6,2024.

Ms. Sonal Gandhi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 7,2025, and resigned from the said position on May 15,2025.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following persons are designated as Key Managerial Personnel of the Company:

Sr No.	Name	Designation
1.	Velji Lakhadir Shah	Managing Director
2.	Kalpana Anant Ghate	Chief Financial Officer

B. Declaration by an Independent Director(s) and re- appointment

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms conditions for the appointment of Independent Directors are available on the website of the Company www.tokyofinance.in

C. Formal Annual Evaluation

Schedule IV to the Companies Act, 2013, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board has carried out an annual performance evaluation of its own performance, that of its Committees and the Directors individually.

D. Criteria for performance evaluation of Independent Directors and the Board

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company''s Policy.

b. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are satisfactory for the position.

c. The Company shall not appoint or continue the employment of any person as Wholetime Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

E. Directors'' Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2025, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures

b. 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 and loss of the Company forthat period;

c. 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. The Directors had prepared theAnnualAccounts on a going concern basis.

e. They have laid down internal financial controls in the company that are adequate and were operating effectively.

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

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

SS-1: Meetings of the Board of Directors SS-2: General Meetings

17. MEETINGS A. Board Meeting

During the year, the Board of Directors duly met Seven (7) times to discuss various matters, presence of each director and there directorship and membership in other public company is provided below.

During the year Four (4)Audit Committee, Two (2) Nomination & Remuneration committee, One (1) Stakeholders Relationship Committee meeting were convened and held.

As per the requirement of Schedule IV to the Companies Act, 2013, the Independent Directors of the Company met on 22nd October, 2024, inter alia to:

a. Review the performance of the non- Independent Directors and the Board of Directors as a whole;

b. Review the performance of the Chairperson of the Company; taking into account the views of the Executive Directors.

c. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. COMMITTEES OF BOARD

Board has three committees to attend various matters provided by the law i.e. Audit Committee Nomination & Remuneration Committee & Stakeholder Relationship Committee. Except Stakeholder Relationship Committee other committees consists entirely of independent directors.

19. VIGILMECHANISM

Your Company has a well-defined “Whistle Blower Policy” and has established Vigil Mechanism to provide for adequate safeguards against victimization and has also made provisions for direct access to the Chairman ofAudit Committee in appropriate cases. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.

Details of complaints received during the year under review under POSHAct are as under:

a. number of complaints of sexual harassment received during the financial year: None

b. numberof complaints disposed of during the financial year: NA

c. numberof complaints pending as on end of the financial year: None

d. numberof complaints pending for more than ninety days: None

Further, The Company has complied with the provisions of Maternity BenefitAct, 1961 during the year under review.

21. CORPORATESOCIALRESPONSIBILTY

The Provisions of Section 135 of the Companies Act, 2013 read with Schedule VII and (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

22. RELATED PARTYTRANSACTIONS (RPT''S)

All Related Party Transactions (RPTs) entered by the Company during the year under review, were on arms'' length basis and in the ordinary course of business and did not attract provisions of section 188 of the Act. During the FY 2024-25, as required under section 177 of the Act, all RPTs were approved by the Audit Committee and the Company has not entered into any transactions with Related Parties which are notin its ordinary course of business or not on an arm''s length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act. A statement on “Related Party Disclosures” showing the disclosure of transactions with related parties as required under Indian Accounting Standard 24 (Ind AS 24) issued by Institute of Chartered Accountants of India, read with the Companies (Indian Accounting standards) Rules, 2015, are given in the Notes to the Financial Statement.

. 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to a non-banking financial company registered under Chapter III of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities.

24. LISTING WITH STOCK EXCHANGE

Company is listed with Bombay Stock Exchange Ltd. Stock Code of the company is 531644 and ISIN Number for NSDL/CDSL (Dematerialized shares) is INE546D01018. Company confirms that it has paid the Annual Listing Fees for the year 2024-25.

25. DEMATERIALIZATION OF SHARES

87.46% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2025. The Company''s Registrar is MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited)

situated atC-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai-400083. Phone No. 810 811 6767. Website: https://in.mpms.mufg.com/, email ID: [email protected]

The company has applied for de-listing from Ahmadabad stock exchange, as approved by the shareholder at the Annual General Meeting held on 29th September, 2009. The confirmation is awaited.

26. PARTICULARSOFEMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information is annexed to this Report asAnnexure 2.

No employees during the financial year were covered under the provisions of Rule 5(2) (i), (ii) & (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016

27. MANAGEMENT DISCUSSIONSANDANALYSIS REPORT

Management Discussions and Analysis Report for the year ended 31st March, 2025 is attached to this report as Annexure3.

28. BUSINESS RISK MANAGEMENT

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your Company has established a comprehensive risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the management.

29. ACKNOWLEDGEMENT:

Your Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the yearfrom the employees, customers/clients, bankers and various authorities at all levels.

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Mar 31, 2024

Your Directors have pleasure to present their Twenty Ninth Annual Report on the business and
operations of the Company along with the Audited Financial Statements for the financial year ended
on 31st March, 2024.

Financial Results

The Company’s financial performances for the year under review along with previous year’s figures
^a”^{S given here,mtlen} (Rs In Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	77.96	69.84
Profit for the year before Tax	113.08	14.64
Tax expenses	4.32	2.28
Net Profit after Tax	108.76	12.36
Surplus carried over to Balance Sheet	110.44	13.43

Review of Operations

The Company recorded a gross turnover of Rs.77.96 lakhs, increased from Rs.69.84 lakhs of the
previous Financial Year. The Company has stood at net profit of Rs. 108.76 lakhs against of net profit
of Rs. 12.36 lakhs of previous year.

Deposits

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Dividend

The Board of Directors thought it prudent not to recommend any Dividend for the financial year
ended 31 March, 2024. Dividend Distribustion policy is available on companies website
www.tokyofinance.in

Material changes and commitments, if any, affect ting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of the Report

There are no material changes affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and the
date of the report.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code
2016

During the year under review, there were no applications made or proceeding pending under Insol¬
vency and Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while
availing loan from banks and financial institutions.

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

Significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company’s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company''s operations in future.

Auditors and Auditors’ Report

A. Statutory Auditors

Pursuant to t he provisions of Section 139 of the Act read with Companies (Audit and
Auditors) Rules, 2014 , as amended from time to time, M/s. U B G & Co., Chartered
Accountant, (Firm Registration No. 141076W), were appointed as statutory auditors from
1st September, 2022 and then regularized his appointment in the Twenty-Eighth AGM till the
conclusion of Thirty Third Annual general Meeting for the period of 5 years, subject to the
ratification of their appointment at every AGM, if required under law.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the
Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be
ratified at every Annual General Meeting.

B. Secretarial Auditor

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (M. No.: 1157)
as Secretarial Auditor according to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for Financial year 2024-25.

The Secretarial Audit Report for the financial year 2023-24 is attached herewith as
Annexure -1 signed by Mr.Virendra Bhatt.

The Secretarial Audit Report for the financial year ended 31st March, 2024 contains certain
Qualifications

Clarification provided by the board - It was inadvertently escaped the compliance. The
Company will take a note of the same in the future and the management of the Company
assure you to comply all the provisions of the applicable law in true spirit in future and is
under process of making all the default good.

C. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013, every Listed Company is required to
appoint an Internal Auditor or a firm of Internal Auditors. In line with this requirement, the
Board of Directors has appointed Mr. Rahul Chincholkar Partner of R. C. K. & Co. Cost
Accountants FRN: 002587 as Internal Auditor of the Company for the financial year 2024-25

He has submitted Internal Audit Report for the financial year 2023-24 to the Board. No
major audit observations were observed during the Internal Audit.

Extract of the Annual Return

The Companies (Amendment) Act, 2017 (“Amendment Act, 2017”), which was published in the Of¬
ficial Gazette on 03.01.2018, Form MGT-9 omitted from Annual Return and draft MGT-7 has been
placed on website of the Company: www.tokyofinance.in

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Company is not in any activities which entail the energy and technology consumption and there was no
Foreign Exchange earnings and outgo in the company during the financial year.

Directors

A. Changes in Directors and Key Managerial Personnel

1) Mr. Haresh Velji Shah, Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment.

2) The term of Mr. Chinamlal Andarjibhai Kutchhi Independent Director (Non¬
Executive) will be expired on 30th September, 2024 as per Section 149(10) & (11)
and Regulation 25 (2) of SEBI (LODR) Regulation, 2015. Mrs. Kinnari Sunny
Charla will be appointed as Independent Director as on 30th September, 2024
subject to approval of Shareholders in ensuing AGM.

3) Company Secretary Mrs. Swagata Indulkar has resigned from the position of
Company Secretary as on 6th May 2024.

B. Declaration by an Independent Director(s) and re- appointment

All Independent Directors of the Company have given declarations that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regula
tion 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms & conditions for the appointment of Independent Directors are available on the website
of the Company www.tokyofinance.in

C. Formal Annual Evaluation

Schedule IV to the Companies Act, 2013, mandates that the Board shall monitor and review
the Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV ofthe Companies Act, 2013, states that the performance
evaluation of independent directors shall be done by the entire Board of Directors, excluding
the director being evaluated. The Board has carried out an annual performance evaluation of
its own performance, that of its Committees a nd the Directors individually. Mr. Chimanlal
Andarjibhai Kutchhi, Independent director (Non-executive director) has completed his two
terms and cannot re-appointed and Mrs. Kinnari Sunny Charla was appointed as an
additional director as on 2nd September, 2024 and will be regularized as Independent
director (Non-executive director) from 30th September, 2024 subject to approval of members.

D. Criteria for performance evaluation of Independent Directors and the Board

a. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior
Management level and recommend his / her appointment, as per Company’s Policy.

b. A person should possess adequate qualification, expertise and experience for the
position he/she is considered for appointment. The Committee has authority to decide
whether qualification, expertise and experience possessed by a person are
satisfac tory for the position.

c. The Company shall not appoint or continue the employment of any person as Whole¬
time Director who has attained the age of seventy years. Provided that the term of
the person holding this position may be extended beyond the age of seventy years with
the approval of shareholders by passing a special resolution.

E. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the
applicable accounting standards have been followed along with proper explanation
relating to material departures;

b) They have 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and
were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.

F. BUSINESS OUTLOOK

The robust economic growth, which the RBI Governor predicts will push India’s growth rate to
7.2 percent in the current financial year, is expected to fuel strong credit demand and support
the NBFC sector''s profitability. This growth, coupled with current regulatory measures, will
help mitigate the risk of rising credit costs on profitability.

NBFCs have demonstrated strong financial health, similar to the banking sector. As of the end
of March 2024, the gross non -performing assets (GNPAs) of both scheduled commercial
banks (SCBs) and NBFCs were below 3 per cent of total advances. Provisional data shows
that the GNPA ratio for NBFCs stood at 2.5 per cent at the end of March 2024.

Meetings

A. Board Meeting

During the year Board of Directors met 6 times to discuss various matters, presence of each
director and there directorship and membership in other public company is provided below.
During the year 4 audit committee meeting were convened and held.

Name of Directors	Category	Attend	ance at	No. of Directorship s in other Public Companies(1)	No. of Committee positions held in other Public Comapanies(2)
		Board Meeting s	Last AGM (27th Septembe r, 2023)
					As Chairman	As Member
Mr. Veji L.Shah Chairman & Managing Director DIN: 00007239	Executive, Non¬ Independent	f 6	No	3	--	--
Mr. Haresh V. Shah DIN: 00008339	Executive, Non¬ Independent	f 6	Yes	3	--	1
Mr. Viraj Vora DIN: 08448823	Non-Executive, Independent --	f 6	No	1	2	2
Mr. Chimanlal Andarji Kachhi (whose term of office is expiring on 30th September 2024 and Mrs. Kinnari Charla will be appointed as Independent Director from 30th September 2024 in his place)	Non-Executive, Independent	6	No	1	2	2
Ms Jagruti Mayurbhai Sanghavi DIN: 07144651	Non-Executive, Independent	* 4	No	1	--	4

(1) Excludes directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

(2) This includes only Chairmanships/Memberships ofthe Audit Committee and Stakeholders Relationship
Committee of all listed and unlisted public limited companies as per Regulation 26 ofthe SEBI Listing
Regulations.

The draft of the minutes prepared by the Company is circulated among the Directors for their
comment/ suggestion and finally after incorporating their views, final minutes are recorded in
the minute’s books. Post meeting, important decisions taken are communicated to the con
cerned officials and departments for the effective implementation of the same.

B. Independent Directors’ Meeting

As per the requirement of Schedule IV to the Companies Act, 2013, the Independent Directors

ofthe Company met on 15th June, 2023, inter alia to:

a. Review the performance of the non- Independent Directors and the Board of
Directors as a whole;

b. Review the performance of the Chairperson of the Company; taking into account the
views of the Executive Directors.

c. Assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

Committees of Board

Board has three committees to attend various matters provided by the law^ i.e.
^Audit Committee Nomination Remuneration Committee Stakeholder

Relationship Committee. Except Stakeholder Relationship Committee other
committees consists entirely of independent directors.

Name of the committee	Composition of The committee			^Highlights of duties, respons: ^Activities
Audit committee	^Mr.^/ira Devang Vora, Chairperson Mr .Chimanlal Andarj i R.achhi (whose term, of office is expiring on 30th Septem.ber 2024 and ^Mrs. Kinnari Charla will be appointed as Independent Director from. 30th Septem.ber 2024 in his placef Mrs. J agruti Mayurbhai S anghavi			• ^All recommendations ma committee during the year w Board. • The Company has adopted mechanism for directors and concerns about unethical suspected fraud, or violatio Code of Conduct and Ethics the requirements of the SEB! and Disclosures Requirer 2015, the Company has for related party transactions. T1 the Whistleblower Policy, a website, www.tokyofinance.
Nomination &	Mr. Viraj Devang Vora,			• The	committee overseas
Remuneration	Chairperson			executive compensation,
committee	Mr.	C him^aanlal	Andarj i	^vritten policy adopted by ou
	R.achhi			• The	committee has designs
	(whose term. of		office is	reviews the nomination and
	expiring on 30th Septem.ber			for our Directors and senior
	2024	and ^Mrs.	Kinnari	both	short-term and long-term
	Charla will be appointed as			business objectives and to lit
	Independent Director from.			the	achievement of meas
	30th Septem.ber 2024 in his			goals. The nomination and re
	placej			available on our website at w
	Mrs.
	Jagruti Mayurbhai
	S anghavi
Stakeholders	Mr.	C him^aanlal	Andarj i	• The	committee reviews and
Relationship	Kachhi,			investor grievances.
committee	Chairperson
	(whose term. of		office is
	expiring on 30th Septe~mber
	2024	and ^Mrs.	Kinnari
	Charla will be appointed as
	Independent Director from.
	30th Septem.ber 2024 in his
	placef
	^Mr. "Vira Devang Vora
	^Mr. Haresh V. Shah

Vigil Mechanism

Your Company has a well-defined “Whistle Blower Policy” and has established Vigil Mechanism to
provide for adequate safeguards against victimization and has also made provisions for direct access
to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism Policy has been
uploaded on the website of the Company at www.tokyofinance.in

Sexual Harassment of Women at Workplace

The Company has adopted policy on prevention of sexual harassment in line with the requirements
of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee has been set up to redress complaints. The Company has not
received any complaint under this policy during the year 2023-24.

Corporate Social Responsibility (CSR)

Your company does not fall under the purview of Corporate Social Responsibility during the period
under review, but your Company is keen to help the society whenever required.

Related Party Transactions (RPT’s)

All Related Party Transactions (RPTs) entered by the Company during the year under review, were
on arms’ length basis and in the ordinary course of business and did not attract provisions of section
188 of the Act. During the FY 2023-24, as required under section 177 of the Act, all RPTs were
approved by the Audit Committee and the Company has not entered into any transactions with
Related Parties which are not in its ordinary course of business or not on an arm’s length basis and
which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act. A
statement on “Related Party Disclosures” showing the disclosure of transactions with related par¬
ties as required under Indian Accounting Standard 24 (Ind AS 24) issued by Institute of Chartered
Accountants of India, read with the Companies (Indian Accounting standards) Rules, 2015, are
given in the Notes to the Financial Statement.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the
Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the
loans given, investment made or guarantee given or security provided and the purpose for which the
loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or
security is not applicable to a non-banking financial company registered under Chapter III of the
Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities.

Listing with Stock Exchange

Company is listed with Bombay Stock Exchange Ltd. Stock Code of the company is 531644 and
ISIN Number for NSDL/CDSL (Dematerialized shares) is INE546D01018. Company confirms that
it has paid the Annual Listing Fees for the year 2023-24.

Dematerialization of Shares

87.23% of the company’s paid up Equity Share Capital is in dematerialized form as on
31st March, 2024. The Company’s Registrar is Link Intime India Pvt. Ltd., situated at C-101, 247
Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Phone No. 28515644/ 28515606. Website:
www.linkintime.co.in, email ID: [email protected]

Particular of Employees

Disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 Read With Rule 5(1)
Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. The information required pursuant to Section 197(12) of the Companies Act, 2013
read with rules made there under, as amended from time to time

The median remuneration of employees was Rs.2,82,750/- in financial year 2023-24. There
were changes -2.27% to -2.70% in MRE in financial year 2023-24.

Number of permanent employees on the rolls of Company was 7 employees as on 31.03.2024

There was no change in aggregate remuneration of the non-managerial employees as well
as remuneration to any of Whole Time Director or Managing Director during the year
2023-24.

B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016:

Swagata Indulkar, Kalpana Ghate, Amay Subhash Kochar, Bhavya Bipin Furia, Nisha Chetan
Shah, Sakharam D Khade

No employees during the financial year were covered under the provisions of Rule 5(2) (i),
(ii) & (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A). Remuneration to Managing Director, Whole-time Directors and/or Manager

Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
	Velji L. Shah
Gross salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-tax Act, 1961	6.00	6.00
Stock Option	--	--
Sweat Equity	--	--
Commission -as % of profit - others, specify...	--	--
Others, please specify	--	--
Total (A)	6.00	6.00

B) Remuneration to other Directors : None

C) . Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD :

Particulars of Remuneration	Key Managerial Personnel Ms. Swagata Indulkar	Total Amount
Gross salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-tax Act, 1961	5.60	5.60
Stock Option	--	--
Sweat Equity	--	--
Commission -as % of profit - others, specify...	--	--
Others, please specify	--	--
Total (A)	5.60	5.60

Name of Directors/KMP & Designation	Remuneration for F.Y. 2022-23	Remuneration for F.Y. 2021-22	%Increase in Remuneration in F.Y. 2020-21	Ration of Remuneration to median remuneration of employees
Mr.Velji L. Shah (Chairman & MD)	6.00	6.00		2.56
Kalpana Khade
Ms. Swagata Indulkar (CS)	5.60	5.60		0.85

Business Risk Management

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your Company
has established a comprehensive risk management policy to ensure that risk to the Company''s contin¬
ued existence as a going concern and to its development are identified and addressed on timely basis.
Risk management strategy as approved by the board of directors is implemented by the company
management.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, and members during the year
under review. Your Directors also wish to place on record their deep sense of appreciation for the
committed services by the Company''s executives, staff and workers. Your Directors are thankful to
the shareholders for their continued support and confidence.

For and on Behalf of the Board of Directors

Sd/-

Velji L. Shah

Place : Mumbai Chairman & Managing Director

Date : 2nd September, 2024 DIN: 00007239

---

Mar 31, 2015

To the Members,

The Directors have pleasure in submitting the Twenty First Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder :

(Rs. In Lacs)

Particulars 2014-15 2013-14

Revenue from operations 217.35 159.79

Profit for the year before Tax 67.08 330.61

Tax expenses 10.62 67.73

Net Profit after Tax 56.46 (32.10)

Surplus carried over to Balance Sheet 56.46 (32.10)

The Company recorded a gross turnover of Rs.217.35 lacs up from Rs.159.79lacs of the previous Financial Year and the net profit of the year is Rs. 56.46 Lacs from Loss of Rs. 32.10 Lacs of previous year.

DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The company's funds are invested mostly in advances to known parties. With the interest rate structure scenario in the country witnessing a downward revision, the company's income / profit levels are expected to be more or less stagnant in the immediate future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Swamy & Chhabra, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

The Company's equity shares are under compulsory demat trading. Electronic holding by Members comprising 81.40 % of the total equity of the Company through the National Securities Depository Limited (47.68%) and Central Depository Services (India) Limited (33.72%).

NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met 11 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows :14th April, 2014, 21st April, 2014, 29th May, 2014, 12th August, 2014, 20th August, 2014, 6th October, 2014, 20th October, 2014, 14th November, 2014, 7th March, 2015, 20th March 2015 and 28th March, 2015.

DIRECTORS:

Confirmation of Appointment :

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. Jagruti Mayurbhai Sanghavi is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting.

Appointment of Independent Directors :

Mrs. Jagruti Mayurbhai Sanghavi, who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors recommend the appointment of Mrs. Jagruti Mayurbhai Sanghavi as Independent Director in the notice for the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLERATION BY INDEPENDENT DIRECTORS :

The Independent Directors have submitted the declaration of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet criteria of independence as provided in sub section (6).

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 :

Information regarding Directors' Remuneration Policy and criteria for determining qualification positive attributes, independence of a director and other and other matters provided under sub- section (3) of section 178 are provided in the Corporate Governance Report.

AUDIT OBSERVATIONS :

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

Statutory Auditors :

The Auditors, M/s. Swamy & Chhabra, Chartered Accountants was appointed in the 20 Annual General Meeting for upto 23rd Annual General Meeting is hereby ratified in this Annual General Meeting till conclusion of next Annual General Meeting, with remuneration as may be decided by the Board of Directors.

Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

The Company does not have any activities which entail the consumption of energy and technology absorption. There was no foreign exchange earnings or outgo of the company during the current year.

VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. Details of material contracts or arrangements or transactions with Related Parties on an arm's length basis with respect to transactions covered under Section 188 (1) of the Act in the prescribed Form No. AOC-2 is attached as Annexure-B.

Further, details of related party Transaction as required to be disclosed by Accounting Standard- 18 on Related Party Disclosures" specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rule, 2014, are given in the notes to Financial Statements.

During the year, the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm's length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

No, Remuneration paid to any Director and Key Managerial Personal during the Financial Year, 2014 - 2015.

DIRECTOR'S REPORT DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Tokyo Finance manages risk at the Company through a detailed Risk Management Policy framework. The Risk Management Policy lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is monitored by the Board/Risk Management Committee of the Board through suitable reporting mechanisms for the Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Place: Mumbai For and on behalf of Board

Date : 30.05.2015 Velji L. Shah Haresh V. Shah Director Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL OPERATIONS:

The working results of the company for the year under report are as under:

2013-14 2012-13 (Rs. in Lacs) (Rs.in Lacs)

Income from operations 159.79 130.02

Profit / (Loss) after taxation (32.10) (9.62)

During the year the turnover of your company increased from 130.02 Lacs to 159.79 Lacs and the net loss increased from Rs.9.62 Lacs to Rs.32.10 lacs because of provision for substandard assets.

DIVIDEND:

In Order to conserve resources for future operations, your directors have decided not to recommend any dividend for the year.

BUSINESS PROSPECTS:

The company''s funds are invested mostly in advances to known parties. With the interest rate structure scenario in the country witnessing a downward revision, the company''s income / profit levels are expected to be more or less stagnant in the immediate future.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Shri. Velji L.Shah, Director of the Company retires by rotation, and being eligible offer themselves for re-appointment.

Further, in terms of provision of Section 149 and other applicable provisions of the Companies Act, 2013, none of the Independent Directors shall be liable to retire by rotation. In view of aforesaid, Shri. Chimanlal A. Kachhi and Shri. Tassadduq Ali Khan , Independent Directors of the Company, being eligible, have offered themselves for appointment as Independent Directors to hold office as such Independent Directors of the Company for a period of five consecutive years up to the conclu- sion of Twenty Fifth Annual General Meeting to be conducted in the calendar year 2019. Required resolutions for their appointment have been included in the Notice calling the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of the expertise in specific func- tional areas, name of the Companies in which they hold Directorships and Memberships/ Chairman- ships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agree- ment with Stock Exchange in India, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. In the preparation of the annual accounts for the year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. The directors had selected such accounting policies and applied 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 ended 31st March, 2014 and of the profit of the Company for the year under review;

3. Proper and sufficient care has been taken 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. The annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''.

DEPOSITS:

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

AUDITORS AND AUDITORS REPORT:

M/s. Swamy & Chhabra, Chartered Accountants,, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the of the companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Swamy & Chhabra as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 23rd AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Report from the auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed.

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

The Company does not have any activities which entail the consumption of energy and technology absorption.

There was no foreign exchange earning or outgo of the company during the current year.

PARTICULARS OF THE EMPLOYEES:

There are no employees falling within the purview of Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company have been disqualified under Section 274 (I) (g) of the Companies Act, 1956.

DISCLOSURE REQUIRED UNDER CLAUSE 31 OF THE LISTING AGREEMENT

The shares of the company are listed at the following Stock Exchange:

1. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

There are no arrears of listing fees payable to the above Stock Exchange.

The Company has applied for de-listing of the equity shares from The Stock Exchange, Ahmedabad as approved by the share holders in Annual General Meeting held on 29th September 1999.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity of thanking the Shareholders, Bankers, Auditors, Registrars, Business Associates, and Employees of the Company for their co-operation received during the year under review.

On behalf of the Board of Directors

Place : Mumbai Velji L. Shah Date : May 29, 2014. Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report and Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL OPERATIONS:

The working results of the company for the year under report are as under:

2009-10 2008-09

(Rs. in Lacs) (Rs.in Lacs)

Interest and Dividend Income 132.13 136.61

Profit after taxation 41.67 49.92



DIVIDEND:

In Order to conserve resources for future operations, your directors have decided not to recommend any dividend for the year.

BUSINESS PROSPECTS:

The companys funds are invested mostly in advances to known parties. With the interest rate structure scenario in the country witnessing a marginal uptrend the companys income/profit levels are expected to marginally improve in future.

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

The Company does not have any activities which entail the consumption of energy and technology absorption.

There was no foreign exchange earning or outgo of the company during the current year.

PARTICULARS OF THE EMPLOYEES:

There are no employees falling within the purview of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Shri. Velji L. Shah, Director and Shri. Chimanlal Andarji Kachhi, Independent Director of the Company retires by rotation, and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. In the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied 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 ended 31st March, 2010 and of the profit of the Company for the year under review;

3. Proper and sufficient care has been taken 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. The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

The Statutory Auditors of your Company M/s Swamy & Chhabra, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

DEPOSITS:

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

AUDITORS REPORT:

The Auditors qualifications are noted and the company is taking effective steps to remedy the situation.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Report from the auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company have been disqualified under Section 274 (I) (g) of the Companies Act, 1956.

ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the customers, shareholders and Bankers for the faith reposed in the Company.

On behalf of the Board of Directors

Place: Mumbai Velji L. Shah

Date: May 31, 2010. Chairman