Directors Report of Bhagyashree Leasing & Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 21st Annual Report together with the Audited Statements of the Accounts of the Company for the year ended on 31st March 2015.

1. FINANCIAL RESULTS:

The Financial Results for the year 1st April 2014 to 31st March 2015 are as under.

(Amounts in Rupees) Particulars Current Year Previous Year 2014-15 2013-14

Total Income --- ---

Depreciation --- ---

Total Expenses excluding 3,00,628.00 2,75,914.00

Depreciation

Profit / (Loss) before Tax (3,00,628.00) (2,75,914.00) (PBT)

Profit / (Loss) after Tax (3,00,628.00) (2,75,914.00) (PAT)

The Company has not earned any income during the year and expenses are Rs. 300,628/-. Compared to previous year, the loss has increased by 8.95%.

2. MANAGEMENT DISCUSSION AND ANALYSIS (MD and A)

FINANCIAL REVIEW:

Your Company is a private sector Non Banking Financial Company primarily involved in the business of investment in securities. The Company has not earned any income during the financial year under review. Total Expenses incurred during the year was Rs. 300,628/- including depreciation due to which the Company incurred total loss of Rs. 300,628/-.

BUSINESS REVIEW:

The operations of the Company continue to be focused on Investment. The Directors are very much optimistic about further improvement in performance during the current year.

RISK AND CONCERNS:

Your Company is exposed to competitive, business and environmental risks including interest rate volatility, economic cycles, market risk and credit risk. Your Directors are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE AND INTERNAL CONTROL:

A proper and adequate system of internal controls has been set up by the company to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets. Further it has been ensured that all the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT:

The Company has not appointed any employee in this financial year.

3. DIVIDEND & RESERVES:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

Reserves

The Company do not transfer any amount to reserves.

4. SHARE CAPITAL

The Authorized Capital is Rs. 3,51,00,000/- and paid-up capital is Rs. 3,50,01,000/-. The Company has not issued any capital during the year.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) (C) of the Companies Act, 2013, Mr. Ameya Jain Director is liable to retire by rotation and being eligible offer himself for re-appointment.

Smt Ranjana Jain was appointed as an additional Director of the Company by the Board pursuant to section 161 of the Companies Act, 2013, who shall hold office till the conclusion of the ensuing 21st Annual General Meeting. In terms of section 149 of the Companies Act, 2013 and Clause 49 of the listing agreement, her appointment is proposed as director subject to the Shareholders' approval in the ensuing 21st Annual General Meeting. Notice under Section 150 of the Act has been received from member signifying her intention to propose her appointment as Director.

Mr. Ashok Paleasha, Mr. Harish Chopada, Mr. Manoj Shah and Mr. Ameya Jain are not liable to retire by rotation.

During the year, Mr. Rajas Jain was appointed as Cheif Executive Officer of the Company and Mr. Ameya Jain appointed as Chief Financial Officer of the Company on 30th January 2015.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto as Annexure 1. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. 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 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.

8. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under.

9. AUDITORS

M/s RSVA & Co, Chartered Accountants, Statutory Auditors of the Company having registration number FRN No. 110504W were appointed for the period of five years from the conclusion of Annual General meeting of 2013-2014 till the conclusion of the Sixth Annual General Meeting for the financial year ended 31st March 2019 subject to the ratification of the members at every general meeting. Accordingly, they hold office till the conclusion of the ensuing Annual general meeting; subject to ratification of their re-appointment by shareholders.

The Company has received a certificate from the statutory auditors to the effect that they are eligible for re-appointment in terms of Section 141 of the Companies Act 2013. If re-appointed, M/s RSVA & Co., Chartered Accountants shall hold office for the remaining term of four years from the conclusion of ensuing Annual General Meeting till the conclusion of fifth following Annual General Meeting for the financial year ended 31st March 2019. The Shareholders are requested to pass the necessary resolution enabling re-appointment of the Auditors as aforesaid.

9. AUDITORS' REPORT:

The Auditors' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is not required as the Company has no employees who received the remuneration in excess of limits specified prescribed under section 197 of the Companies Act, 2013.

11. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting Of Independent Directors:

Independent Directors of the Company met on 20, 2015, to review the performance of non- independent directors, the Board as a whole and the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board effectively and reasonably perform their duties.

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

13. DECLARATION BY AN INDEPENDENT DIRECTORS:

All independent director of the Company have given declaration under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

14. REMUNERATION POLICY:

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.

15. MANAGERIAL REMUNERATION:

Disclosure as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not annexed as none of the directors as well as KMP draw any remuneration.

16. DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary and Associate Company.

17. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. SNA & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report.

Reserved Remarks in the Report :

(i) According to the documents, papers, correspondences shown to us, Five Lacs Shares out of the total paid-up capital of the company are pending for listing at BSE Ltd.

(ii) All the information which is required be displayed/uploaded on the company's website under listing agreement could not be availed as the company has not developed its own website

Directors Reply:

The Company has filed an application with BSE for listing of the same and the Company is following up with them for listing with BSe.

The company is under process to develop its own website.

18. INTERNAL AUDIT & CONTROLS

The Company is in process of appointing internal auditors of the Company. However the finance department review the processes for safeguarding the assets of the Company also review the operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

19. 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.

20. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

21. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure 3 .

22. 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: NIL

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

The Company has adopted adequate procedures for ensuring the internal financial controls. The Company adheres best practices fro safeguarding its assets, the prevention and detection of frauds and errors and timely preparation of reliable and accurate financial information.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has note entered into related party transaction, hence the disclosure in Form AOC 2 in not required.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 relating Corporate Social Responsibility are not applicable it has incurred loss for last 3 financial years. Hence the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required.

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

Conservation of Energy:

Your Company's operations involve low energy consumption. The Company strives to conserve energy on continuous basis;

Technology Absorption, Adaptation and Innovation:

The Company is constantly developing and adopting modern technologie4s and standards to grow its competitive advantage, to serve better its clients and improve their productivity and performance.

Research and Development:

The Company has not undertaken any R & D Activity in any specific area during the year under review, and hence no cost has been incurred towards the same.

Foreign Exchange Earning and Outgo:

The Company has neither earned nor spent any foreign exchange during the year.

28. ACKNOWLEDGEMENT:

Your Directors are placed on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company.

For and on behalf of the Board For Bhagyashree Leasing and Finance Limited

Sd/- Sd/- Place: Pune (Rajas Jain) (Ameya Jain) Date: 31.07.2015 Director Director DIN:00037599 DIN: 01947076

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Mar 31, 2014

The Members of

Bhagyashree Leasing and Finance Limited

Pune

The Directors present the Annual Report together with the Audited Statements of the Accounts of the Company for the year ended on 31st March 2014.

1. FINANCIAL RESULTS:

The Financial Results for the year 1st April 2013 to 31st March 2014 are as under.

(Amounts in Rupees) Particulars Current Year Previous Year 2013-14 2012-13

Total Income --- ---

Depreciation --- ---

Total Expenses excluding 2,75,914.00 1,87,625.00 Depreciation

Profit / (Loss) before Tax (2,75,914.00) (1,87,625.00) (PBT)

Profit / (Loss) after Tax (2,75,914.00) (1,87,625.00) (PAT)

2. MANAGEMENT DISCUSSION AND ANALYSIS (MD and A) FINANCIAL REVIEW:

Your Company is a private sector Non Banking Financial Company primarily involved in the business of investment in securities. The Company has not earned any income during the financial year under review. Total Expenses incurred during the year was Rs. 2,75,914/- including depreciation due to which the Company incurred total loss of Rs. 2,75,914/-.

BUSINESS REVIEW:

The operations of the Company continue to be focused on Investment. The Directors are very much optimistic about further improvement in performance during the current year.

RISK AND CONCERNS:

Your Company is exposed to competitive, business and environmental risks including interest rate volatility, economic cycles, market risk and credit risk. Your Directors are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE AND INTERNAL CONTROL:

A proper and adequate system of internal controls has been set up by the company to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets. Further it has been ensured that all the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT:

The Company has not appointed any employee in this financial year.

3. DIVIDEND:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

4. DIRECTORS:

Pursuant to the provisions of Section 152 (6) (C) of the Companies Act, 2013, Mr. Rajas Jain Director is liable to retire by rotation and being eligible offer himself for re-appointment.

Pursuant to the provisions of Section 150 (2) read with section 149(10) of the Companies Act, 2013, shareholders approval is sought for the appointment of Mr. Manoj Shah, Mr. Harish Chopada and Mr. Ashok Palesha as Independent Directors of the Company for a term of five consecutive years, at the ensuing annual general meeting.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting.

5. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31, 2014 and of the losses of the Company for the year from 1st April, 2013 to 31st March, 2014;

iii) 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;

iv) The annual accounts have been prepared on a going concern basis.

7. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

8. AUDITORS

The Board recommends the appointment of M/s. RSVA & CO, Chartered Accountants, Pune in the ensuing Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2014 -2015 as Statutory Auditors of the Company.

The said auditors if appointed shall hold office from the ensuing Annual General Meeting till the conclusion Sixth Annual General Meeting i.e till the Annual General Meeting for the financial year to be ended 31st March 2019.

9. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the period under review is self – explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

During the period under review, no employee received salary more than Rs. 60 Lacs per annum or Rs. 5.00 Lacs per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. However the Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

12. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the company has obtained a certificate from a Company Secretary in Practice and such certificate as annexed forms a part of this report.

13. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board For Bhagyashree Leasing and Finance Limited

Sd/- Sd/- Place: Pune (Rajas Jain) (Ameya Jain) Date: 30.07.2014 Director Director

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Mar 31, 2013

To The Members of Bhagyashree Leasing and Finance Limited Pune

The Directors present the Annual Report together with the Audited Statements of the Accounts of the Company for the year ended on 31st March 2013,

1. FINANCIAL RESULTS:

The Financial Results for the year 1st April 2012 to 31st March 2013 areas under.

(Amounts in Rupees) Current Year Previous Year PartiCuars 2012-13 2011-12

Total Income

Depreciation 778.00

Total Expenses excluding 187,625.00 128,920.00

Depreciation

Profit / (Loss) before Tax (PBT) (187,625.00) (129,698.00)

Profit / (Loss) after Tax (PAT) (187,625.00) (129,698.00)

2. DIVIDEND:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

3. DIRECTORS:

Mr. Harish Prakash Chopda and Mr. Ameya Jain, Directors retire by rotation and being eligible offer themselves for re-appointment.

Notices under Section 257 of the Act have been received from members signifying their intention to propose their appointment as Directors.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting.

4. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31, 2013 and of the losses of the Company for the year from 1st April, 2012 to 31st March, 2013;

iii) 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;

iv) The annual accounts have been prepared on a going concern basis.

6. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

7. AUDITORS

The Board recommends the appointment of M/s. RSVA & CO, Chartered Accountants, Pune in the ensuing Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2013 -2014 as Statutory Auditors of the Company.

The said auditors if appointed shall hold office from the ensuing Annual General Meeting till the conclusion next Annual General Meeting.

8. AUDITORS'' REPORT:

The Auditors'' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

9. PARTICULARS OF EMPLOYEES:

During the period under review, no employee received salary more than Rs. 60 Lacs per annum or Rs.5.00 Lacs per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. However the Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

11. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the company has obtained a certificate from a Company Secretary in Practice and such certificate as annexed forms a part of this report.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board

For Bhagyashree Leasing and Finance Limited

Sd/- Sd/-

Place: Pune (Rajas Jain) (Ameya Jain)

Date: 29.07.2013 Director Director

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Mar 31, 2012

To The Members of Bhagyashree Leasing and Finance Limited Pune

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

I.FINANCIAL RESULTS:

The Financial Results for the year 1st April 2011 to 31st March 2012 are as under.

(Amounts in Rupees)

Particulars Current Year Previous Year 2011-12 2010-11

Total Income - -

Depreciation 778.00 4,206.00

Total Expenses excluding De- (128,920.00) 123,210.00 preciation

Profit / (Loss) before Tax (PBT) (129,698.00) (127,857.00)

Profit / (Loss) after Tax (PAT) (129,698.00) (127,857.00)

3. DIVIDEND:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

4. DIRECTORS:

Mr. Manoj Shah and Mr. Ashok Palesha, Directors retire by rotation and being eligible offer themselves for re-appointment.

Notices under Section 257 of the Act have been received from members signifying their intention to propose their appointment as Directors.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting.

5. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance, A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31, 2012 and of the losses of the Company for the year from 1 st April, 2011 to 31 st March, 2012;

iii) 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;

iv) The annual accounts have been prepared on a going concern basis.

7. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

8. AUDITORS

The Board recommends the appointment of M/s. RSVA & CO, Chartered Accountants, Pune in the ensuing Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2012 -2013 as Statutory Auditors of the Company.

The said auditors if appointed shall hold office from the ensuing Annual General Meeting till the conclusion next Annual General Meeting.

9. AUDITORS' REPORT:

The Auditors' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

During the period under review, no employee received salary more than Rs. 60 Lacs per annum or Rs.5.00 Lacs per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

Information under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. HoweveKthe Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

12. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the company has obtained a certificate from a Company Secretary in Practice and such certificate as annexed forms a part of this report.

13. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board For Bhagyashree Leasing and Finance Limited

Sd/- Sd/-

Place: Pune (Rajas jain) (Ameya Jain)

Date : 31.07.2012 Director Director

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Mar 31, 2010

The Directors present the Annual Report together with the Audited Statements of the Accounts of the Company for the year ended on 31st March 2010.

I.FINANCIAL RESULTS:

The Financial Results for the year 1st April 2009 to 31st March 2010 are as under.

Particulars Current Year Previous Year 2009-10 2008-09

Total Income 116975.00 (2308410.09)

Depreciation 4206.00 4206.00

Profit before Tax (PBT) (32,769.00) (2477930.20)

Profit after Tax (PAT) (32,769.00) (1611565.20)

Balance carried to (1883359.00) (1850590.52) Balance Sheet

2. MANAGEMENT DISCUSSION AND ANALYSIS (MD and A) FINANCIAL REVIEW:

Your Company is a private sector Non Banking Financial Company primarily involved in the business of investment in securities. Operating and other Income of the Company was Rs.116,975.00 for the year 2009-10. Total Expense incurred during the year was Rs. 149,743 due to which the Company incurred total loss of Rs. 32,769.

BUSINESS REVIEW:

The operations of the Company continue to be focused on Investment. The Directors are very much optimistic about further improvement in performance during the current year.

RISK AND CONCERNS:

Your Company is exposed to competitive, business and environmental risks including interest rate volatility, economic cycles, market risk and credit risk.

Your Directors are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE AND INTERNAL CONTROL:

A proper and adequate system of internal controls has been set up by the company to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets. Further it has been ensured that all the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT:

The human relations at all levels of the Company have remained very cordial throughout the year.

3. DIVIDEND: In the absence of profits, your Directors are unable to recommend dividend for the period under review.

4. DIRECTORS:

Mr. Manish Jain, Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Manoj Shah, Mr. Ashok Palesha and Mr. Harish Chopada have been inducted as Additional Directors of the Company pursuant to provisions of Section 260 of the Companies Act 1956 and they will cease to hold office at the forthcoming Annual General Meeting of the Company. Notices under Section 257 of the Act have been received from members signifying their intention to propose their appointment as Directors.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

6. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31,2010 and of the losses of the Company for the year from 1st April, 2009 to31st March, 2010;

iii) 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;

iv)The annual accounts have been prepared on a going concern basis.

7. FIXED DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 58Aof the CompaniesAct, 1956 and the Rules made there under.

8. AUDITORS:

The Board recommends the appointment of M/s. RSVA & CO, Chartered Accountants, Pune in the ensuing Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2010 -11 as Statutory Auditors of the Company.

The said auditors if appointed shall hold office from the ensuing Annual General Meeting till the conclusion next Annual general Meeting.

9. AUDITORS REPORT:

The Auditors Report on the Accounts of the Company for the period under review is self-explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

During the period under review, no employee received salary .more than Rs. 24 lacs per annum or Rs.2.00 lacs per month. Accordingly no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the CompaniesAct, 1956.

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

Information under Section 217(1)(e) of the CompaniesAct, 1956 read with Companies (Disclosure of Particulars in the Report of Board Of Directors) Rules, 1988 are not applicable because there are no manufacturing activities in the Company. However the Company has taken every possible measure to conserve the use of energy in the offices. The Company has neither earned nor spent any foreign exchange during the year.

12. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001 the company has obtained a certificate from a Company Secretary in Practice and such certificate as annexed forms a part of this report.

13. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board Bhagyashree Leasing and Finance Limited

Sd/- Sd/-

(Manish Jain) (Rajas Jain) Chairman Director

Place : Pune Date : 31.08.2010