Directors Report of Alps Motor Finance Ltd.

Mar 31, 2015

The Directors have pleasure in presenting before you the 28th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2014-15 and 2013-14 is given below:

(Amt in Rs.)

S. No. Particulars For the Financial Year For the Financial Year ended as on 31st March ended as on 31st March 2015 2014

1. Total Income/Loss 14,523,009 22,419,887

2. Less: Total Expenses 13,544,174 22,168,454

3. Profit Before Tax 978,835 251,433

4. Profit/Loss after Tax 679,242 1,73,740

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 145.23 lacs as against income of Rs. 224.19 lacs in 2013-14. The net profit after tax during the year has been Rs.6.79 lacs as against the net profit of Rs.1.74 lacs in the previous year. The raise in income/profits was due to the increase in interest income.

RESERVES & SURPLUS

The amount of Rs. 679,242 is being transferred in the reserve and Surplus as the Current year profit.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2014-15.

SHARE CAPITAL

Sub-Division

The Authorized Share Capital as on March 31, 2015 is Rs.10,05,00,000(Rupees Ten crores and Five lacs only) (1,00,50,000 shares of Rs.10/each). The Company has also split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 05.08.2014 divided into 10,05,00,000(Rupees Ten crores and Five lacs only)Equity Shares of Rs.1/-(Rupess One Only)each.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

[The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE

During the year 2014-15, Company has shifted his registered office from D-5, Arya Nagar Society, 91 Patparganj, Delhi - 110092 to 49, Gujrawala Town, Part II, New Delhi -110009 w.e.f. June 24, 2014.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required 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 is given annexed:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED 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

Sr. No. Name of Remune ration % increase in Ratio of Ratio of Director/KMP and of Director/ Remuneration Remunera tion of Remuneration Designation KMP for FY in FY 2014-15** Director to of 2014-15 (In Rs. ) Median Director to Remunera tion of Median employees Remuneration of Employees

1. Sunila Sabharwal, Nil N.A. N.A. N.A. Whole Time Director

2. CS Shiwati Gandhi Nil N.A. N.A. N.A.

CS Shiwati Gandhi has been resigned from the post of Company secretary w.e.f. 05.07.2014. The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs – Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 –NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATUTORY AUDITORS

M/s. Manoj Raj and Associates, Chartered Accountants (Firm Registration number 017373N) has been appointed as Statutory Auditors in place of M/s PMS & Co., Chartered Accountants (who have expressed their unwillingness to continue) for a term of 5 consecutive years from the conclusion of the ensuing 28th Annual General Meeting till conclusion of 33rd AGM subject to ratification by shareholders at every Annual General Meeting.

The Company has received a letter from M/s. Manoj Raj and Associates, Chartered Accountants (Firm Registration number 017373N) to the effect that their appointment if made, would be within the limits as prescribed under Sec 141 of the Companies Act,2013.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT – 9 has been annexed to the Report, as Annexure-1.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2014-15, Details of Appointment & Resignation of Directors are as mentioned below:-

S. No. Name of Director/KMP Date of Appointment Date of Resignation

1. Sugandh Agarwal 05.07.2014 15.09.2014

2. Himanshu Agarwal N.A. 05.07.2014

3. CS Shiwati Gandhi N.A. 05.07.2014

4. Akash 15.09.2014 20.03.2015

5. Ashok Kumar Jha 31.12.2014 N.A.

6. Brij Kishore Sabharwal N.A. 31.12.2014

7. Braj Mohan Singh N.A. 13.02.2015

8. Sushil Kumar 17.02.2015 N.A.

9. Harshwardhan Koshal N.A. 17.02.2015

10. Sunila Sabharwal 20.03.2015 N.A.

11. Suneel Kumar 30.03.2015 N.A.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Thirteen Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year, the Board of your company met Fourteen (14) times on 17.05.2014, 24.06.2014, 05.07.2014, 23.07.2014, 13.08.2014, 15.09.2014, 12.11.2014, 13.11.2014, 31.12.2014, 02.02.2015, 13.02.2015, 17.02.2015, 20.03.2015 and 30.03.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of attendance in the Meeting and other directorship etc have been given in the Corporate Governance Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as follows

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

SEXUAL HARASSMENT

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Kumar Jha ,Proprietor of S.K. Jha & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as

Annexure- II.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer and the company has initiated to comply the same.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

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

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 PMS & Co., Chartered Accountants, confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on 13th November, 2014, inter alia, discussed:

-Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

-Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

-Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

- All the Independent Directors were present at the Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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 for that 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 the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls 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.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

By Order of the Board of Directors

ALPS MOTOR FINANCE LIMITED

Sd/- Sd/-

Place: New Delhi Sunila Sabharwal AKASH

Date : 01/09/2015 Director Director

DIN: 02340208 DIN: 06973609

49,Gujrawala Town, Sankhani-2, Teh -Anupshahar

Part-II, Delhi-110009. Bulandsahar, U.P.- 201009

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Mar 31, 2014

The Directors are delighted to present the report on our business and operations for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. 31.03.2014 Previous Yr. 31.03.2013

(Rs.) (Rs.)

Total Income/Loss 22,419,886.89 86,63,396

Less: Total Expenses 22,168,454.27 84,95,380

Profit Before Tax 2,51,432.62 1,68,016

Profit/Loss after Tax 1,73,739.62 1,05,630

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 22,419,886.89 against Rs. 86,63,396 in the previous year. Net Profit before taxation for the financial year ended on 31st March, 2014 increased to Rs. 1,73,739.62 against Rs. 1,68,016 in the previous year.

3. DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

4. DEPOSITS:

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

5. ISSUE OF EQUITY SHARES

During the year Company has issued and allotted 1600000, 987900, 1402900, 1534300, 879500 and 608750 Equity Shares of Rs. 10/- each on 24.06.2013, 03.07.2013, 13.07.2013, 23.07.2013, 01.08.2013 and 05.08.2013 respectively and thereafter the issued and Paid Capital of the Company has increased to Rs. 100463700 consisting 10046370 equity shares of Rs. 10 each.

6. AUDITORS

M/s B D Gupta & Co, Chartered Accountants, retire at the ensuing annual general meeting and have tendered their inability to continue as Statutory Auditors of the Company.

Also, the Company has received a letter from M/s Mohit Verma & Associates, Chartered Accountants, FRN : 017118C to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

7. PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies Act, 1956.Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60,00,000/- per annum or 5,00,000/- per month for any part thereof.

8. BOARD OF DIRECTORS

Re-appointment

As per the provisions of Companies Act, 2013, Mr. Harshwardhan Koshal will retire in the ensuing AGM and being eligible, seek re-appointment. The Board of Directors recommend their re-appointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 01, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Our non-executive (independent) directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board has been advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term, at the ensuing AGM of the Company in June 30th 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There were no foreign exchange earnings or outgo during the year under review.

10. CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors regarding the compliances with conditions of Corporate Governance in terms of Clause 49 of the Listing Agreement is annexed to this report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management and Discussion and Analysis of the financial condition and results of the operations of the Company under review form part of the Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:- (i) That in the preparation of the accounts for the financial year ended 31st March 2014 the applicable accounting standards have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

Date : 17th May, 2014

Place: New Delhi By Order of the Board

For Alps Motor Finance Limited

Sd/- Sd/- Himanshu Agarwal Brij Kishore Sabharwal Director Director (05192834) (01303907)

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Mar 31, 2013

The Members

M/S ALPS MOTOR FINANCE LIMITED

The Board of Directors are pleasure the 26th Annual Report of the Company for the financial year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. Previous Yr. 31.03.2013(Rs.) 31.03.2012 (Rs.)

Total Income/Loss 86,63,396 3,39,400

Less: Total Expenses 84,95,380 3,26,578

Profit Before Tax 1,68,016 12,822

Profit/Loss after Tax 1,05,630 8,822

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 86,63,396 against Rs. 3,39,400 in the previous year with total increase of Rs. 8323996. Net Profit before taxation for the financial year ended on 31st March, 2013 increased to Rs. 1,68,016 against a Rs. 12,822 in the previous year. Consequently, the Profit after tax increase to Rs. 1,05,630 against Rs. 8,822 as in the previous year.

3. DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

4. DEPOSITS :

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

5. ISSUE OF EQUITY SHARES

Your Company has issued and allotted 1600000, 987900, 1402900, 1534300, 879500 and 608750 Equity Shares of Rs. 10/- each on 24.06.2013, 03.07.2013, 13.07.2013, 23.07.2013, 01.08.2013 and 06.08.2013 respectively and thereafter the issued and Paid Capital of the Company has increased to Rs. 100463700 consisting 10046370 equity shares of Rs. 10 each.

6. AUDITORS

M/s D. Khurana & Company, Chartered Accountants, retire at the ensuing annual general meeting and have tendered their inability to continue as Statutory Auditors of the Company and M/s Ashok R Gupta & Co., have given a letter for their consent to act as Statutory Auditors of the company for the financial year 2013-14 and to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Therefore, the Board of Directors recommends their re appointment as Statutory Auditors of the Company.

7. PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies ACT, 1956. Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60, 00,000/- per annum or 5, 00,000/- per month for any part thereof.

8. DIRECTORS

Mr. Brij kishore Sabharwal has joined the company with effect from 09th February, 2012. In terms of Section 260 of the Companies Act, 1956, he hold office upto the date of this Annual General Meeting of the Company. Pursuant to Section 257 of the Companies Act, 1956, the Company has received notice along with a deposit of Rs. 500/- from him offering his candidature for appointment as Directors, liable to retire by rotation. The Board of Directors in their meeting held on 6th August, 2013 designated him as Whole Time Director.

Mr. Himanshu Agarwal will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment as Directors of the Company, liable to retire by rotation, in the said meeting.

9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no foreign exchange earning or outgo during the year under review.

10. CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors regarding the compliances with conditions of Corporate Governance in terms of Clause 49 of the Listing Agreement is annexed to this report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management and Discussion and Analysis of the financial condition and results of the operations of the Company under review forms part of the Annual Report.

12. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:- (i) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

BY ORDER OF THE BOARD OF DIRECTORS ALPS MOTOR FINANCE LIMITED Place: New Delhi Sd/- Sd/- Dated: 02nd September, 2013 BRIJ KISHORE SABHARWAL HIMANSHU AGARWAL DIRECTOR DIRECTOR DIN: 01303907 DIN: 05192834

S. K. Jha & Associates 123/8,''T''Point,Gali No.-15,Sant Nagar, Company Secretaries Burari,Delhi-110084.Mob.[phone] E-mail- [e-mail], [e-mail]