TO THE MEMBERS

Your Directors are pleased to place before you the Thirty-Eighth Annual Report and theAudited Accounts of the Company for the year ended 31^st March 2022.

(Rs. In Lakhs)

2. DIVIDEND

In view of the accumulated losses your Directors regret their inability to recommendany dividend for the year.

3. TRANSFER TO RESERVES

In view of the accumulated losses the Company has not transferred any amount togeneral reserve.

4. OPERATIONS & PROSPECTS

There is no business activity carried out by the company. The management does notforesee any prospect of carrying out any business in the near future till the financialposition of the company improves.

5. FIXED DEPOSITS

The company does not hold any Fixed Deposits from the Public as on 31^stMarch 2022.

6. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of thecompany Mr. Jiten S. Patel Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance and the directorsindividually.

8. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both undersection 149(6) of the Companies Act 2013 and Regulation 16 (1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulation"). In the opinion of the Board they fulfil theconditions of independence as specified in the Act and the rules made thereunder and areindependent of the management.

9. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure;

b) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2022 and of the loss of the company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

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

e) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. AUDITORS

Messrs. Tolia & Associates Chartered Accountants (Firm Registration No. 111017W)Auditors of your company retire at the conclusion of the ensuing Annual General Meetingand being eligible offer themselves for re-appointment.

11. AUDITORS'REPORT

The Auditors in their Report to the members having given a qualified opinion and theresponse of your Directors with respect to it is as follows:

The Company being in the business of Leasing & Hire Purchase incurred heavy lossesduring 1995 to 1997 as the borrowers defaulted in their payments to the Company. Furtherthe entire financial services industry faced similar crises during the said period. TheCompany unfortunately could not revive thereafter due to non-funding by the banks andpaucity of its own funds.

The interest of Rs. 10061.03 lakhs has been computed from 1997 at an exorbitant rateof interest of 18% p.a. compounded quarterly as per the recovery certificate issued by theHon'ble DRT. The principal amount of the loan being only about Rs. 70 lakhs.

12. SECRETARIAL AUDITORS'REPORT

The Board has appointed D.N. Vora & Associates Practicing Company Secretaries toconduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report forthe financial year ended 31st March 2022 is annexed as Annexure I to this report.

Various non-compliances have been pointed out in the Secretarial Audit Report and theclarification of the Board is as under:-

Most of the non-compliances as referred in the said report are on account of nobusiness activity by the company. Promoters have submitted their share certificates to theDP for the purpose of dematting the same.

13. PARTICULARS OF EMPLOYEES

As the Company has only one employee and no material liability for employee benefits isexpected liability for the same is not ascertained.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is not given as it is not applicable to the company.

15. MEETINGS OF THE BOARD

The Board of Directors duly meet six (6) times on (1) 07.06.2021 (2) 12.08.2021 (3)27.08.2021 (4) 09.11.2021 (5) 03.12.2021 and (6) 24.01.2022 in respect of which meetingproper notices were given and the proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.

16. DIRECTOR'S REMUNERATION

Since the company has no business activity and huge accumulated losses the company isnot in a position to give any remuneration to the Managing Director and/or its Directors.

17. COMPANY SECERETARY'S REMUNERATION

The Company had appointed Mrs. Avani N. Harikantra as the Company Secretary &Compliance Officer of the Company on 03.12.2022. Pursuant to Section 203 of the CompaniesAct 2013 Mrs. Avani N. Harikantra was the full time Company Secretary & ComplianceOfficer of the Company at a remuneration of Rs. 2.04 lakhs p.a. The Company has acceptedher resignation w.e.f. 16.05.2022.

18. CHIEF FINANCIAL OFFICER'S REMUNERATION

Pursuant to Section 203 of the Companies Act 2013 Miss. Sweta H. Shetty is the ChiefFinancial Officer (CFO) of the Company. Since the Company does not have any significantbusiness activities hence the volume and scope of work for the Chief Financial Officer isless and it is not a full time work and the job of the Chief Financial Officer is notattractive commensurate with the scope of work and salary. Thus no salary is paid to theChief Financial Officer.

19. LOANS GUARANTEES OR INVESTMENTS

No loans guarantees or investments under section 186 of the Act has been made by thecompany.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

No contracts or arrangements with related parties referred to in sub-section (1) ofsection 188 of the Act have been entered by the company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS IF ANY

There is no significant material order passed by the Regulators/Courts which wouldimpact the going concern status of the Company.

22. INTERNAL CONTROL SYSTEMS

The Company has adequate framework of internal financial controls and compliancesystems established and maintained by the Company.

23. RISK MANAGEMENT POLICY

In the opinion of the Directors of the company there is no element of risk and forthat reason the board has not appointed a Risk Management Committee.

24. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

The said information and report is not given as it is not applicable to the company.

25. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The said information and report is not given as it is not applicable to the company.

26. EXTRACT OF ANNUAL RETURN

The provisions to attach extract of the Annual Return with Board's Report in FormNo.MGT-9 has been omitted by MCA vide circular dated 5th March 2021.

27. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments during the year.

28. MAINTAINCE OF COST RECORDS

The maintenance of cost records has not been prescribed by the Central Government undersection (1) of section 148 of the Act for the activities of the Company.

29. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The said information and report is not given as it is not applicable to the company.

30. ACKNOWLEDGMENT

Your Directors take this opportunity to express their warm appreciation of thededicated services rendered by the personnel of the Company. The Directors also place onrecord their sincere thanks for the co-operation and support extended to your Company bythe Bankers and the Shareholders.