Directors Report of GDL Leasing & Finance Ltd.

Mar 31, 2024

The Board of Directors have pleasure in presenting this 31st Annual Report on the business and
operations of your Company ("the Company"), along with the Audited financial statements for the
financial year ended on March 31, 2024.

Financial Highlights

The standalone financial statements for the financial year ended March 31, 2024, forming part of
this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind
AS) as notified by the Ministry of Corporate Affairs.

Details	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	42,847.62	33,977.11
Other Income	30.13	23.68
Total Revenue	42,877.75	34,000.79
Expenditure	28,937.03	32,795.61
Exceptional Items	-	-
Profit/(Loss) before Tax	13,940.72	1,205.18
Tax Expense	3,627.63	316.50
Net Profit/(Loss)	10,313.09	888.68
Earnings per Share (Basic)/ (Diluted)	0.34	0.03

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, total revenue from operation is t 42,847.60 hundred as compare to
t 33,977.11 hundred in the previous year. Along with that profit after tax (PAT) has been increase
from t 888.68 hundred to t 10,313.09 hundred. Your directors assure you to present much better
results in the coming time.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share
capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2024 is t 3,30,00,000/- (Rupees
Three Crores Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of
t 10/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2024 is
t 3,01,01,000 (Rupees Three Crore One Lakh One Thousand) divided into 30,10,100 (Thirty Lakh
Ten Thousand One Hundred) equity shares of t 10 each.

DIVIDEND

The Board of Directors of your company is of the opinion that during the year Company has not
generated much profit and keeping in view the future fund requirements of the company, your
directors do not recommended any dividend for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31, 2024 is as follows:

Particulars	31.03.2024	31.03.2023
Balance Brought Forward	14,719.57	14,008.62

Profit For The Year	10,313.09	888.68
Less: Transfer to statutory reserve u/s 45IC (1) RBI Act, 1934	(2,062.62)	(177.74)
TOTAL	22,970.04	14,719.57

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian
Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and
Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the
financial year 2023-24 as applicable to the Company. The estimates and judgments relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company’s state of affairs, profit
and cash flow for the year ended 31st March, 2024.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No deposits
remained unpaid or unclaimed as at the end of the year and there was no default in repayment of
deposits or payment of interest thereon during the year.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change except change in registered office address and commitment, affecting
the financial position of Company which has occurred between the end of financial year of the
Company to which the financial statements relate and the date of this report other than those
disclosed in the Annual report.

Changes in the registered office address of the Company:

The registered office address of the Company has been changed from B-3/91, Ashok Vihar, Phase
II, New Delhi 110052 to 206, Second Floor, Vardhman Diamod Plaza, Plot No.3 DDA Community
Centre, D.B. Gupta Road, Motia Khan, Pahar Ganj, New Delhi 110055 w.e.f 15^th January, 2024
within the local limit of same town and village.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to
possess apart from competence, capacity and capabilities, sustainable values, current and
contemporary which would make them useful and relevant and competitive in managing the
change constructively for overall growth of the organization. To this end the company’s approach
and efforts are directed towards creating a congenial work atmosphere for individual growth,
creativity and greater dedicated participation in organizational development. The Company believes
that the success of an organization largely depends on the quality of its workforce. Employee
relations remained cordial and peaceful throughout the year.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies. Hence, Your Company is not required to
present the consolidated financial statement as per the requirement of the provision of Section 136
of the Companies Act, 2013.

PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company’s
website.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read
with rules made thereunder.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Arvind Kumar Baid,
Chief Financial Officer and Ms. Niti Taheem, Company Secretary were formalized as the Key
Managerial Personnel of the Company.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its
assets as well as to improve the overall productivity of its operations. All the transactions are
properly authorized, recorded and reported to the management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and reporting
financial statements. The detailed process of review not only ensures reliability of control systems
and legal compliances with applicable legislation, defined policies and processes but also reviews
efficiency of systems and ensures safeguarding of tangible and intangible assets.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS

M/s S. Agarwal & Co., Chartered Accountant (FRN: 000808N), were appointed as the Statutory
Auditors of the company in the Annual General Meeting of the Company held on 30^th September,
2017 to hold the office upto the conclusion of Annual General Meeting to be held in the financial
year 2024-25. However M/s S. Agarwal & Co. vide its letter dated 29^th March, 2024 resigned as the
Statutory Auditors of the Company w.e.f 01^st April, 2024, citing the reasons in the resignation
letter under section 143(10) of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board of Directors noted and accepted
the resignation of M/s S. Agarwal & Co. The Board also placed on record its appreciation to
outgoing Auditors for their contribution to the Company with their audit processes and standards
of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the
Companies Act, 2013, the Board of Directors of the Company at their meeting held on July 18,
2024 appointed M/s O Aggarwal & Co, Chartered Accountants (Firm Registration Number:
005755N) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act,
2013, to fill the casual vacancy consequent to the resignation of M/s S. Agarwal & Co.

M/s O Aggarwal & Co, Chartered Accountants is a well-known firm of Chartered Accountants
having 13 partners with office situated at New Delhi. The firm also holds a Peer Review Certificate
No. 016245 dated April 25, 2024 issued by the Peer Review Board of the Institute of Chartered
Accountants of India valid till March 31, 2027.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified
and approved at a general meeting of the Company. Accordingly, the Board of Directors
recommends the said appointment for the ratification and approval of shareholders at the ensuing
AGM of the Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of
the shareholders, approved appointment of M/s O Aggarwal & Co (Firm Registration Number:
005755N) as the Statutory Auditors of the Company for a period of 5 (five) years from the
conclusion of the ensuing 31^st AGM till the conclusion of the 36^th AGM to be held in the year 2029

at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually
agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s O Aggarwal & Co as
the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of
the Company.

The Audit for FY 2023-24 was conducted by M/s S. Agarwal & Co. and there are no qualifications,
reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The
Auditors'' Report is enclosed with the financial statements in the Annual Report.

M/s. O Aggarwal & Co. have confirmed their willingness and eligibility for appointment in
accordance with Section 139 read with Section 141of the Act

AUDITORS’ REPORT

The Auditors’ report on the financial statement for the financial year 2023-24 is self-explanatory.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding
Rules framed thereunder, the Board of Directors has appointed M/s Amit H.V. & Associates,
Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of
the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report is annexed
herewith and marked as Annexure I to this Report.

Management Reply

Company will take necessary steps required for complying all above stated matters in the coming
year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act,
2013 and Articles of Association of the Company, Mr. Deepak Kumar Gangwani (DIN: 00761959),
Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible has offered for him re-appointment.

ii) Appointment & Resignation of Directors:

During the year under review it has been observed that there has been changes in the composition
of the Board of Directors.

Appointments:

Mr. Prem Kumar Jain (DIN: 01151409), Mr. Ashish Jain (DIN: 02196387) and Mr. Satyanarayana
Murty Tantravahi (DIN: 10224767) have been appointed as Executive Director by the Board w.e.f.
15^th January, 2024.

Mr. Arvind Kumar Baid has been appointed as Chief Financial Officer (CFO) of the Company w.e.f.
15^th January, 2024.

Ms. Gunjan Chawla (DIN: 10426124) has been appointed as Non-Executive Independent Director
w.e.f. 10^th February, 2024.

Resignation:

Mrs. Sangeeta Gangwani (DIN: 00763656) has resigned from the post of Whole Time Director and
Chief Financial Official of the Company w.e.f. 15^th January, 2024.

Ms. Tanya Makhijani (DIN: 08224887) and Mr. Ajay Kumar Kalra (DIN: 09512370) have been
resigned from the post of Directorship w.e.f. 15^th January, 2024.

Ms. Niti Taheem has resigned from the post of Company Secretary of the company w.e.f. 26^th
February, 2024.

Note: Later she has appointed as Company Secretary and Compliance of the Company by the
Board w.e.f. 18^th July, 2024.

Name	Date of appointment	Date of cessation	Designation
Deepak Kumar Gangwani	27.01.1994	-	Whole-Time Director
Sangeeta Gangwani	25.11.1994	15.01.2024	Whole-Time Director
Tanya Makhijani	15.09.2018	15.01.2024	Non-Executive Director (Independent)
Ajay Kumar Kalra	22.02.2022	15.01.2024	Non-Executive Director (Independent)
Sangeeta Gangwani	31.03.2016	15.01.2024	Chief Financial Officer
Niti Taheem	09.02.2019	26.02.2024	Company Secretary
Prem Kumar Jain	15.01.2024	-	Executive Director
Ashish Jain	15.01.2024	-	Executive Director
Satyanarayana Murty	15.01.2024	-	Executive Director
Gunjan Chawla	10.02.2024	-	Non-Executive Director (Independent)
Arvind Kumar Baid	15.01.2024	-	Chief Finan cial Officer
Niti Taheen	18.07.2024	-	Company Secretary

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act,
2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The
Directors have also made necessary disclosures to the extent as required under provisions of
section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior
management personnel affirmed compliance with the Company’s Code of Conduct policy for the FY
2023-24.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under section 165 of
the Companies Act, 2013.

iii) Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form
MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with
the Code of Conduct of the Company.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directors’ Data bank pursuant to Sub¬
rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014 and amendments thereto.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board. The performance evaluation of all the Directors was carried out
by the Nomination and Remuneration Committee. The performance evaluation of the Board as a
Whole and the Non-Independent Directors was carried out by the Independent Director While
evaluating the performance and effectiveness of the Board, various aspects of the Board’s
functioning such as adequacy of the composition and quality of the Board, time devoted by the
Board to Company’s long-term strategic issues, quality and transparency of Board discussions,
execution and performance of specific duties, obligations and governance were taken into
consideration. Committee performance was evaluated on the basis of their effectiveness in carrying
out respective mandates. A separate exercise was carried out to evaluate the performance of
Directors, who were evaluated on parameters such as level of engagement and contribution to
Board deliberations, independence of judgments, safeguarding the interest of the Company and
focus on creation of shareholders value, ability to guide the Company in key matters, attendance
at meetings, etc. The Executive Directors were evaluated on parameters such as strategy
implementation, leadership skills, quality, quantity and timeliness of the information flow to the
Board.

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its
assets as well as to improve the overall productivity of its operations. All the transactions are
properly authorized, recorded and reported to the management. The Company is following
applicable Accounting Standards and Policies for properly maintaining the books of accounts and
reporting financial statements. The detailed process of review not only ensures reliability of control
systems and legal compliances with applicable legislation, defined policies and processes but also
reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of the Section 135 of Companies Act, 2013 is not applicable on the Company.
NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith and marked as
Annexure II to this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing
Regulations, is annexed as Annexure IV to this Board Report.

RISK MANAGEMENT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
your Company has framed a “Risk Management Policy” to identify risks associated with the
Company, assess its impact and take appropriate corrective steps to minimize the risks which may
threaten the existence of the company. Compliance management has been significantly
strengthened by the deployment of an integrated compliance management and governance
framework.

The Company constantly reviews its exposure to various types of risk. The Company has in place
adequate systems to ensure compliance with all regulatory and statutory matters reviews the same
on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended 31st March, 2024 and state that:

a. In the preparation of the annual statements for the financial year ended on 31^st March, 2024,
the applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. 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 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 have 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 have prepared the annual accounts on a going concern basis;

e. proper internal financial controls were in place and that the financials control were adequate
and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as
established and maintained by the Company, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during the financial year 2021-22.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is
required be given showing the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information 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

i) The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2023-24:

Sr. No.	Name of Director (KMP)	Remuneration paid for FY 23-24	Remuneration paid for FY 22-23	Ratio
1	Deepak Kumar Gangwani	2,250.00	3,000.00	0.00
2	Sangeeta Gangwani	2,250.00	3,000.00	0.00
3	CS Niti Taheem	1,080.00	1,441.50	0.00

No sitting fee was paid to any of the Directors for attending Board Meeting/Committee
Meetings.

Note:

i. No sitting fee had been paid to any director during the financial year 2023-25.

ii. The percentage increase in the median remuneration of employees in the financial year 2023¬
25: NIL

iii. There has been decrease in the expense of salaries paid to the employees.

iv. The number of permanent employees on the rolls of company: 4

v. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

vi. The key parameters for any variable component of remuneration availed by the Directors:

vii. No parameter for any variable component of remuneration has been availed by the Directors

viii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy
of the Company.

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the FY 2023-24 were on arm’s length basis and
were in the ordinary course of business and hence not falling under the provisions of Section 188
of the Companies Act, 2013. There have been no materially significant related party transactions
with the Company’s Promoters, Directors and others as defined in section 2(76) of the Companies
Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which may have potential conflict with the interest of the Company at large.
Accordingly, disclosure in Form AOC-2 is not required.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following substantive Committees constituted by the Board
function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already
adopted the Code of Conduct to regulate. Monitor and report trading by designated persons
towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8
of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company
has duly approved and adopted the code of practices and procedure for fair disclosure of
Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of
the Company. The aforesaid code of conduct for prevention of Insider Trading is duly placed on the
website of the Company at www.grovyindia.com. Pursuant to the Internal Code of Conduct for
Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider
Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance
to all the designated person and during the said period, the Board of Directors and concerned
persons are not permitted to trade in the securities of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR)
REGULATIONS, 2015:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Report in form MGT-7 is available at the official website of the Company
www.gdlleasing.com.

B) COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive, Non-Executive Independent
Directors in accordance with the provisions of the Act. The composition of the Board of
Directors of the Company as on 31st March, 2024 is as under:

Name	Designation	Category
Deepak Kumar Gangwani	Whole Time Director	Executive
Prem Kumar Jain	Director	Executive
Ashish Jain	Director	Executive
Satyanarayana Murty Tantravahi	Director	Executive Director
Gunjan Chawla	Director	Non-Executive Independent Director

Note: Satyanarayana Murty Tantravahi has resigned from the post of Directorship w.e.f 27^th
August, 2024 i.e. after closing of the reporting financial year.

C) BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are called & convened, as and when required, to discuss and decide
on various business policies, strategies and other businesses.

During the financial year ended March 31, 2024, 6 meetings of the Board of Directors were
held as against the statutory minimum requirement of 4 times.

Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two
consecutive Board Meetings was not be more than 120 days.

Sr. No.	Date	Sr. No.	Date
1.	03.05.2023	4.	08.01.2024
2.	12.08.2023	5.	15.01.2024
3.	10.11.2023	6.	10.02.2024

D) GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which
are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	30th September, 2023

E) AUDIT COMMITTEE

The Board has constituted the Audit Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Audit Committee presently comprises of three members, including one Executive Director
viz. Deepak Kumar Gangwani, and two Non-executive Independent director viz. Ms. Tanya
Makhijani, and Mr. Ajay Kumar Kalra who is Chairperson of the Committee. All the members
are well versed in corporate finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee
meetings.

Recommendations of Audit Committee wherever/whenever given have been considered and
accepted by the Board.

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The
details of Meetings are as below:

Date of Meeting	Member Strength	No. of Members present
03.05.2023	3	3
12.08.2023	3	3
10.11.2023	3	3
08.01.2024	3	3

Note: Mrs. Tanya Makhijani and Mr. Ajay Kalra have been resigned from the post of
directorship of the Company w.e.f. 15^th January, 2024. There has been several changes in the
composition of the Audit Committee.

F) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the Nomination & Remuneration Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.

The Nomination and Remuneration Committee as on date comprises of three members, Mr.
Ajay Kumar Kalra, Ms. Tanya Makhijani, and Mr. Deepak Gangwani, Mr. Ajay Kumar Kalra is
Chairperson of the Committee.

Note: Mrs. Tanya Makhijani and Mr. Ajay Kalra have been resigned from the post of
directorship of the Company w.e.f. 15^th January, 2024. There has been several changes in the
composition of the Audit Committee.

G) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders & Relationship Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Stakeholder Relationship Committee as on date comprises of three members, including
one Executive Director viz. Deepak Kumar Gangwani, and two Non-executive Independent
director viz. Ms. Tanya Makhijani, and Mr. Mr. Ajay Kumar Kalra.

Note: Mrs. Tanya Makhijani and Mr. Ajay Kalra have been resigned from the post of
directorship of the Company w.e.f. 15^th January, 2024. There has been several changes in the
composition of the Audit Committee.

H) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company strongly follows the conduct of its affairs in a fair and transparent manner by
adoption of high standards of professionalism, honesty, integrity and ethical behavior and
accordingly, pursuant to Section 177 of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the
employees and the directors to report any violation of the Code of Ethics as stipulated in the
said policy. By virtue of Whistle Blower Policy, the directors and employees of the Company
are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting
and compromising with the interest of the Company and its stakeholders in any way. The
Company is committed to adhere to highest possible standards of ethical, moral and legal
business conduct and to open communication and to provide necessary safeguards for
protection of Directors or employees or any other person who avails the mechanism from
reprisals or victimization, for whistle blowing in good faith.

I) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year
under review, your Board has constituted an Internal Complaints Committee to consider and
redress complaints of sexual harassment & also adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder.

During the financial year 2023-24, no complaints with allegation of sexual harassment were
filed with the company.

J) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITY PROVIDED

Pursuant to Section 186 of Companies Act, 2013 the details of the loan given, guarantees on
securities provided and investments made by the company during the financial year under
review, have been disclosed in the financial statements.

K) THINK GREEN, GO GREEN’ INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General
Meeting, Annual Report and other documents through electronic means to its members at
their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of
‘Green Initiative’ of Ministry of Corporate Affairs (MCA) and effected electronic delivery of
Notices and Annual Reports to those shareholders whose email ids were already registered
with the respective Depository Participants (DPs) and who have not opted for receiving such
documents in physical form. The intimation of dividends (interim/final) is also being sent
electronically to those shareholders whose email ids are registered.

Members, who have not registered their e-mail addresses so far, are requested to register
their e-mail address with the Registrar and Share Transfer agent (R&TA) of the
Company/Depository participant (DP) of respective member and take part in the Green

Initiative of the Company, for receiving electronic communications and support the
"THINK GREEN, GO GREEN” initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is providing e-voting
facility to all members to enable them to cast their votes electronically in respect of resolutions
set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting
are provided in the Notice of AGM.

L) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company
is not liable to maintain such cost records.

M) INTERNAL COMPLAINT COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

N) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, there is no significant material variances noted in the Company.

O) SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to ‘Meetings of the Board of Directors’,
‘General Meetings’ and ‘Dividend’ respectively to the extent as applicable have been duly
followed by the Company.

P) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor
Education and Protection Fund.

Q) WEBSITE

Your Company has its fully functional website www.gdlleasing.com which has been designed
to exhibit all the relevant details about the Company. The site carries a comprehensive
database of information of the Company including the Financial Results of your Company,
Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business
activities and current affairs of your Company. All the mandatory information and disclosures
as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per
Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
also the non-mandatory information of Investors’ interest / knowledge has been duly
presented on the website of the Company.

R) CORPORATE GOVERNANCE REPORT

By virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015):- Regulation 27 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 shall be applicable those companies having paid up equity
share capital exceeding ?10 crore or Net Worth exceeding ? 25 crore, as on the last day of the
previous financial year. The paid up share capital and net worth of your Company do not come
under the purview of applicability of Regulation 27 of Listing Regulations i.e. Corporate
Governance. Therefore, separate report of corporate governance is not attached herewith.

Inspite of above exemption, Your Company adopts best practices for corporate governance,
disclosure standard and enhanced shareholder value while protecting the interest of all other
stakeholders including clients, its employee. This has enabled your Company to earn the trust
and goodwill of its investors, business partners, employees and the communities in which it
operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is attached and marked as Annexure -‘C’.

S) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission
from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company''s operations in future.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director''s report
for the year ended 31st March, 2024 are given below :

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company accords great importance to conservation of energy. The Company has taken
several steps towards this end through:-

a. Close monitoring of consumption of electricity, LPG, diesel and water.

b. Optimization of conservation of electricity, LPG, diesel and water by reducing process cycle
time, process modification and also by equipment modification/replacement/retrofitting.

c. Achieving power factor standards nearing unity.

d. Usage of renewable energy.

The Company has been taking energy saving measures viz., Use of energy saver electrical
equipments, CFL fittings are provided inside the building for common area lighting in the projects
of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere
to all regulatory requirements and guidelines.

b) RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2023¬
24. However, in order to minimize its cost and increase the quality of its projects, your
Company is trying to maintain highest standard of quality.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below: -

Year 2024 Year 2023

(Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development
Authorities connected with the business of the Company, Banker of the Company, as well as
other Institutions for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed and to the Customers for their valued
patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in
by the officers and employees at all levels in achieving the results and hopes that they would
continue their sincere and dedicated Endeavour towards attainment of better working results
during the current year.

d) The customers, business associates and banker for their continued support during the
financial year.

Reg. Office For and on behalf of the Board of

206, Second Floor, Vardhman Diamod G D L Leasing and Finance Limited

Plaza, Plot No.3 DDA Community

Centre, D.B Gupta Road, Motia Khan,

Pahar Ganj, New Delhi 110055 Sd/-

Prem Kumar Jain
(DIN: 00761959)
Director

104, Bluechip Arcade, 3-6-111,

Place: New Delhi Himayatnagar, Hyderabad 500029

Dated: 04.09.2024

---

Mar 31, 2014

NOT AVAILABLE

---

Mar 31, 2012

The Directors have pleasure in presenting The Nineteenth Annual Report together with the Audited Accounts of Your Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

PARTICULAR (Rs. In Lacs) (Rs. In Lacs) CURRENT YEAR PREVIOUS YEAR

INCOME FROM OPERATION 30.74 19.73

OTHER INCOME 0.24 —

TOTAL EXPENDITURE 29.30 17.55

GROSS PROFIT AFTER INTEREST BUT BEFORE 1.68 2.18

DEPRECIATION & TAXATION

DEPRECIATION 0.22 1.28

PROVISION FOR TAXATION 0.45 0.45

NET PROFIT 1.01 0.45

RESERVE EXCLUDING REVALUATING RESERVE 10.42 7.63

OPERATIONS

During the year your Company has deployed the funds in various areas viz., Inter Corporate Deposits, Loans to individuals & firms, Primary Market, Secondary Market and Deposit with Banks etc. Since your company mainly concentrated on Loans & Advances to various individuals, firms, corporate etc and earned a handsome interest income but due to losses in bad debts, your company could not achieve the desired results. However the profit before Tax & Depreciation comes to Rs. 1.68 Lacs during the year under review, as compared to Rs. 2.18 Lacs in the previous year.

PROSPECTS

The Finance Industry during the year under review remained under tremendous pressure but with the Government's continued efforts towards liberalization and Globalization process this area is likely to continue to grow in the years to come. Since finance for Industries is like blood for human Body, without finance Industrialization is not possible. Your company besides continuing the existing activities is contemplating to diversify into financial services Industry to boost its Income.

The Directors are confident that in the coming year the Company will be able to effectively meet Competition and improve its profitability.

DEPLOYMENT OF FUNDS

Fixed Assets 0.67

Investment in Primary & Secondary Market 39.16

Inter corporate deposits and loans to Individuals & Firms 222.93

Other Assets 51.23

DIVIDEND

Due to depressed market condition in Primary and secondary market (which would have been the main sources of Income for the Company) the Company has managed to earn a meager profit and therefore, regret its inability to declare dividend this year.

MANAGEMENT

1. Mr. Raj Kumar Kukreja & Ms. Divya Directors of the Company tendered their resignation and shall retire from the Directorship w.e.f the date of Annual General Meeting i.e 29.09.2012.

2. Mr. Jeetender Kumar and Mr. Sagar has been proposed to appoint as Independent Directors w.e.f the date of Annual General Meeting i.e. 29.09.2012. They shall be appointed as Independent Directors subject to approval of Shareholders.

REGISTRAR

The Company's registrars are M/s Skyline Financial Services Ltd. for DMAT as well as physical activities. In this way the shareholders do not face any problem while demating their shares or transferring their shares.

HUMAN RESOURCES

Your Company as ever is essentially a Board managed company and to strengthen it further has the pride to have top-notch professionals by its side. Company's staff is the major source of company's strength in its operations & contributes significantly in terms competitive in the field.

During the year the company didn't have any employees on the payroll whose particulars are required to be disclosed U/s 217 (2A) of the Companies Act read with rules thereunder.

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

The company has no activities in relation to conservation of energy and technological absorption. The company has no outgo of Foreign Exchange earnings during the under review.

BOARD MEETINGS & COMMITTEES

Board meetings are normally held at Company offices, and typically scheduled about a month in advance. The Board meets at least once a quarter to, inter-alia, review all relevant the Directors, in consultation with the Chairman, prepare matters where necessary and papers are circulated to all Directors in advance. Directors have access to the all information of the Company and are free to suggest inclusion of any matter in the Agenda. In the year under review the Board met 12 times on April 28, 2011, June 30, 2011, July 28 2011, August 12, 2011, September 15, 2011, September 30, 2011, October 28, 2011, December 22, 2011, January 30, 2012, February 18, 2012 March 17, 2012 and March 28,2012 To enable fuller attention to the affairs of the Company the Board delegates specified matters to its committees, which, while preparing the groundwork for decision-making, report to the Board, or requires its explicit approval, is left to the final decision of any committee.

AUDITORS'

M/s D. Galhotra & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and have offered themselves for reappointment as auditors of the company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors hereby state and confirm.

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012 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 affair of the Company at the end of the financial year and of the profit or loss 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 provision 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 annual accounts for the financial year ended 31st March 2012 on a 'going' concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Banks, Our valued customers and shareholders during the year under review. Your Directors also wish to place on the record their deep appreciation for the contribution of the employees at all levels for the success, growth and development of the company.

For and on Behalf of the Board of Directors

Sd/- (GOPI CHAND GANGWANI) CHAIRMAN PLACE: NEW DELHI DATE: 16.08.2012

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Mar 31, 2010

The Directors have pleasure in presenting The Seventeenth Annual Report together with the Audited Accounts of Your Company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

PARTICULAR (Rs. In Lacs) (Rs. In Lacs)

CURRENT YEAR PREVIOUS YEAR

INCOME FROM OPERATION 22.57 22.56

OTHER INCOME - -

TOTAL EXPENDITURE 19.66 19.72

GROSS PROFIT AFTER INTEREST BUT BEFORE 2.91 2.84

DEPRECIATION & TAXATION

DEPRECIATION 2.05 2.05

PROVISION FOR TAXATION 0.62 0.76

NET PROFIT 0.24 0.03

RESERVE EXCLUDING REVALUTING RESERVE 7.18 7.27



OPERATIONS



During the year your Company has deployed the funds in various areas viz., Inter Corporate Deposits, Loans to individuals & firms, Primary Market, Secondary Market and Deposit with Banks etc. Since your company mainly concentrated on Loans & Advances to various individuals, firms, corporate etc and earned a handsome interest income but due to losses in secondary market, your company could not achieve the desired results. However the profit before Tax & Depreciation comes to Rs. 2.91 Lacs during the year under review, as compared to Rs. 2.84 Lacs in the previous year.

PROSPECTS

The Finance Industry during the year under review remained under tremendous pressure but with the Governments continued efforts towards liberalization and Globalization process this area is likely to continue to grow in the years to come. Since finance for Industries is like blood for human Body, without finance Industrialization is not possible. Your company besides continuing the existing activities is contemplating to diversify into financial services Industry to boost its Income.

The Directors are confident that in the coming year the Company will be able to effectively meet Competition and improve its profitability.

DEPLOYMENT OF FUNDS

Fixed Assets 2.17

Investment in Primary & Secondary Market 12.16

Intercorporate deposits and loans to Individuals & Firms 275.37

Other Asset 46.32



DIVIDEND



Due to depressed market condition in Primary and secondary market (which would have been the main sources of Income for the Company) the Company has managed to earn a meager profit and therefore, regret its inability to declare dividend this year.

MANAGEMENT

Ms. Sangeeta Gangwani & Sh. Deepak Kumar Gangwani Directors of the Company retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment.

REGISTRAR

The Companys registrars are M/s Skyline Financial Services Ltd. for DEMAT as well as physical activities. In this way the shareholders do not face any problem while demating their shares or transferring their shares.

HUMAN RESOURCES

Your Company as ever is essentially a Board managed company and to strengthen it further has the pride to have top-notch professionals by its side. Companys staff is the major source of companys strength in its operations & contributes significantly in terms competitive in the field.

During the year the company didnt have any employees on the payroll whose particulars are required to be disclosed U/s 217 (2A) of the Companies Act read with rules thereunder.

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

The company has no activities in relation to conservation of energy and technological absorption. The company has no outgo of Foreign Exchange earnings during the under review.

BOARD MEETINGS & COMMITTEES

Board meetings are normally held at Company offices, and typically scheduled about a month in advance. The Board meets at least once a quarter to, inter-alia, review all relevant the Directors, in consultation with the Chairman, prepare matters where necessary and papers are circulated to all Directors in advance. Directors have access to the all information of the Company and are free to suggest inclusion of any matter in the Agenda. In the year under review the Board met 12 times on April 28, 2009, June 30, 2009, July 29 2009, August 12, 2009, September 21, 2009, September 29, 2009,October 01, 2009, October 29, 2009, December 30, 2009, January 26, 2010, January 28, 2010 March 22, 2010, To enable fuller attention to the affairs of the Company the Board delegates specified matters to its committees, which, while preparing the groundwork for decision-making, report to the Board, or requires its explicit approval, is left to the final decision of any committee.

AUDITORS

M/s D. Galhotra & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and have offered themselves for reappointment as auditors of the company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors hereby state and confirm.

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 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 affair of the Company at the end of the financial year and of the profit or loss 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 provision 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 annual accounts for the financial year ended 31st March 2010 on a going concern basis.



AKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Banks, Our valued customers and shareholders during the year under review. Your Directors also wish to place on the record their deep appreciation for the contribution of the employees at all levels for the success, growth and development of the company.

For and on Behalf of the

Board of Directors.

PLACE: NEW DELHI

DATE : 16.08.2010

Sd/-

(GOPICHAND GANGWANI)

CHAIRMAN

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Mar 31, 2009

The Directors have pleasure in presenting The Sixteenth Annual Report together with the Audited Accounts of Your Compare for the year ended 31st March 2009.

PARTICULAR (Rs. in Lacs) (Rs. In Lacs) CURRENT YEAR PREVIOUS YEAR

INCOME FROM OPERATION 22.56 19.04

OTHER INCOME -- --

TOTAL EXPENDITURE 19.72 16.35

GROSS PROFIT AFTER INTEREST BUT BEFORE 2.84 2.69

DEPRECTION & TAXATION -- --

DEFRECIATION 2.05 2.04

PROVISION FOR TAXTAION 0.76 0.54

NET PROFIT 0.03 0.08

RESERVE EXCLUDING REVALUTING RESERVE 7.27 7.26

OPERATIONS

During the year vour Company has deployed the kinds in various areas viz., Inter Corporate Deposits. Loans to individuals & firms. Primary Market. Secondary Market. and Deposit with Banks etc.. Since your company mainly concentrated on Loans & Advances to various individuals, finms, corporate etc and earned a handsome interest income but due to losses in secondare market, your company could not achieve the desired results. However the profit before fax & Depreciation comes to Rs. 2.84 Lacs during the year under review, as compared to Rs. 2.69 Lacs in the previous year.

Ihe finance Industry during the vear under review remained under tremendous pressure hut with the Governments continued efforts towards liberalization and Globalization process this area is likely to continue to grow in the years to come. Since finance for industries is like blood for human Body, without finance Industrialization is not possible. Your company besides continuing the existing activities is contemplating to diversify into financial services industry to boost its Income.

The Directors are confident that m the coining year the Company will be able to effectively meet Competition and improve its profitability.

Fixed Assets 1.23

Investment in Primarx & Seeondarx Market 1.12

intercorporate deposits and loans to Individuals & Firms 263.63

Other Assets 41.84

Due to depressed market condition in Primary and secondare market (which would have been the main sources of Income for the Company) the Company has managed to earn a meager profit and therefore, regret its inability to declare dividend this year.

MANAGEMENT

Sh. Gopi Chand Gaugwani & Sh. Dinesh Gaugwani Directors of the Company retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment.

REGISTRAR

The Companys registrars are M/s Skyline Financial Services Ltd. for DEMAT as well as physical activities. In this way the shareholders do not face any problem while demating their shares or transferring their shares.

HUMAN RESOURCES

Your Company as ever is essentially a Board managed company and to strengthen it further, has the pride to have top notch professionals by its side. Companys staff is the major source of companys strength in its operations & contribute significantly in terms competitive in the field.

During the sear the company didnt have any employees on the payroll whose particulars are required to be disclosed U/s 217 (2A) of the Companies Act read with rules thereunder.

EXCHANGE EARNINGS AND OUTGO.

The company has no activities in relation to conservation of energy and technological absorption. The company has no outgo of Foreign Exchange earnings during the under review.

BOARD MEETINGS & COMMITTEES

Board meetings are normally held at Company offices, and typically scheduled about a month in advance. The Board meets at least once a quarter to. inter-alia. review all relevant the Directors, in consultation with the Chairman, prepare matters where necessary and papers are circulated to ail Directors in advance. Directors have access, to the all information of the Company and are free to suggest inclusion of any matter in the Agenda. In the year under review the Board met 10 times on April 28. 2008. June 30. 2008 July 26 2008. August.12 . 2008. September 10, 2008, October 27. 2008, December 17. 2008, January 28. 2009. February 18, 2009 March 16. 2009, To enable fuller attention to the affairs of the Company the Board delegates specified matters to its committees. which, while preparing the groundwork for decision-making, report to (he Board, or requires its explicit approval, is left to the final decision of any committee.

AUDITORS

M/s D. Galhotra & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and have offered themselves for reappointment as auditors of the company to hold office from the conclusion of the ensuing- Annual . General Meeting until the conclusion of the next Annua] General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2 A A) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Board of Directors hereby state and confirm.

(i) That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable accounting standards, have been followed along with proper explanation relating to materia! 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 lair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors hae taken proper and sufficient care for the maintenance of adequate records in accordance with the provision, of the Companies Act. 1956 for safeguarding fraud-and other irregularities.

(iv) That the Directors have prepared (he accounts for the financial year ended 31st March 2009 on a going concern basis.

AKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Banks. Our valued customers and shareholders during the Year under review. our Directors also wish, to place on the record their deep appreciation for the contribution of the employees at all levels for the success, growth and development of the company.

For and on Behalf of the Board of Directors. PLACE: NEW DELHI DATE: 12.08.2009 Sd/- (GOPI CHAND GANGWANI) CHAIRMAN