Directors Report of Gandhinagar Leasing & Finance Ltd.

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Amount In Rupees)

For the year For the year Particulars ended ended 31.03.2012 31.03.2011

Profit /Loss before Non Cash Expenses -1,61,598 23,54,357

Less : Non Cash Expenses 1,63,499 1,63,499

Profit/Loss For the year -3,25,097 21,90,858

Balance Brought forward from the previous year -79,23,041 -1,01,13,899

Balance Carried to Balance Sheet -82,48,138 -79,23,041

REVIEW OF OPERATIONS

During the year under review was very turbulent with heavy economic uncertainties. The performance of the Company was also affected. The Company''s gross revenue amounted to Rs.1,15,48,635/- as against Rs.1,47,97,891/- for previous year. The Company has suffered loss of Rs.3.25 Lacs as against profit of Rs.21,90,858/- earned during the previous year.

PARTICULARS OF EMPLOYEES

There were no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 hence, particular are not given for the same.

DIVIDEND

In view of the losses incurred and to sustain the business operations of the Company, your Directors do not recommend Dividend for the financial year ended on 31.03.2012.

INSURANCE

The Company has taken all necessary steps to insure its properties and insurable interest as deem appropriate and as required to have under various statutory and other requirement.

DIRECTORATE

Shri Jayendrakumar P Bhatt retire at ensuing Annual General Meeting and are eligible for reappointment. The Board of Directors recommends his appointment at the ensuing Annual General Meeting.

Shri Yogeshchandra T Joshi resigned with effect from 31st January, 2012. The Board of Directors hereby appreciates the services rendered to the Company during his tenure as Director of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

As Required under Section 217(2AA) of the Companies Act 1956, we hereby state that:- 1. That in the preparation of the annual accounts, the applicable accounting standards has been followed, along with proper explanation read with the notes to the accounts relating to material departures.

2. That the Directors 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 as at 31st March, 2012 and of the profits of the Company for the year end on that date.

3. 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.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

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

As the Company is engaged in financial services the, particulars required to be incorporated in terms of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particular in the report of the Board of Directors) Rules, 1988, are not applicable. There was neither foreign exchange earnings nor outgo during the year under review.

DEPOSITS

The Company has not accepted deposits from the public within the meaning of provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s G. C. Patel & Co. Chartered Accountants, Gandhinagar, Statutory Auditors of the Company retires at the ensuing Annual M/s G C Patel & Co. Chartered Accountants, Gandhinagar and M/s. G J K & Associates, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Audit Committee has recommended to the Board their re-appointments. You are requested to consider their re-appointments as joint Auditors. The Auditors have given the certificate that the re-appointment, if made, will be within the prescribed limit specified under section 224 (1B) of the Companies Act, 1956.

The Auditors'' observations read with the Notes to the accounts are self explanatory.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As required under Clause 49 of the Listing Agreement, your Company has already implemented Corporate Governance for the financial year 2011-2012. A Management Discussion and Analysis Report along with detailed report on Corporate Governance attached with this Report and form part of the Annual Report.

ACKNOWLEDGMENTS

The Directors wish to place on record their gratitude to the shareholders of the Company, Company''s Bankers and concerned Government Departments for their Co-operation and continued support to the Company. The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the employees of the Company at all levels.

By Order of the Board

For GANDHINAGAR LEASING AND FINANCE LTD

Place: Gandhinagar Pritesh V Joshi

Date : 14.08.2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts for the Year ended 31st March, 2010.

(Amount in Rupees)

FINANCIAL RESULT 2009-2010 2008-2009

Profit /Loss before Non Cash Expense -1,71,990 1,45,466

(-) Non cash expenses 1,63,499 1,63,499

Loss for the year -3,35,489 -18,033

REVIEW OF OPERATIONS

The Company is engaged in the business of vehicle and equipments Leasing Finance. The performance of the Company during the year under review was unsatisfactory due to overall economic slowdown. There were heavy negative inflationary market conditions in addition to the stiff competition. The Company has suffered a loss of Rs. 3.35 Lacs against 0.18 lacs as compared to last year.

Your Directors hope revival stage in the present market conditions with the liberalization policy of the Government.

The Company has received In-principle approval for revocation of suspension of trading of equity shares vide letter from BSE Dt 15.06.2010. Thus the trading of equity is going to start very soon. The Company has also submitted the necessary details to BSE as required by BSE to revoke the suspension of trading in equity shares.

DEPOSITS

The Company has not accepted deposits from the public within the meaning of provisions of Section 58-A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES

There were no persons in the employment of the Company who received remuneration covered under Section 217 (2A) of the Companies Act, 1956 and the Rules made there under. Hence, particular are not given.

DIRECTORATE

Mr. Pritesh V. Joshi and Wg Cdr Manik Anchlia are due to retire at the ensuing Annual General Meeting and are eligible for re- appointments. You are requested to consider their appointments.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state,

1. that in the preparation of the annual accounts, the applicable accounting standards has been followed, along with proper explanation read with the notes to the accounts relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the end of the financial year and of the loss of the Company for that year.

3. that the 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.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

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

As the Company is engaged in financial services the, particulars required to be incorporated in terms of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particular in the report of the Board of Directors) Rules, 1988, is not applicable. There was no foreign exchange earnings and outgo during the year under review.

AUDITORS

M/s Manoj Lekinwala & Co. Chartered Accountants of Gandhinagar, Statutory Auditors of the Company retires at the ensuing Annual General Meeting. The Audit Committee has recommend to the board the re-appointment of M/s Manoj Lekinwala & Co along with M/s G.J. Raghvani & Co. to be appointed as joint statutory auditors of the company and you are requested to consider their re-appointment along with joint Auditor. The Auditors has given the certificate that appointment, if maid, will be within prescribed limit specified under section 224 (1B) of the Companies act, 1956.

The Auditors observations read with the Notes to the accounts are self explanatory.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreements, your Company has already implemented Corporate Governance for the year 2009-2010. A Management Discussion and Analysis Report along with detailed report on Corporate Governance attached with this Report form part of the Annual Report.

ACKNOWLEDGMENTS

The Directors wish to place on record their gratitude to the shareholders of the Company, Companys Bankers and concerned Government Departments for their Co-operation and continued support to the Company. The Directors also take this opportunity to express their appreciation for the sincere and dedicated services of the employees of the Company at all levels.

For and on behalf of the Board, For, GANDHINAGAR LEASING AND FINANCE LTD Place: Gandhinagar Major Vinodchandra P Joshi (Retd) Date : 31.07.2010 Chairman