Directors Report of Hindustan Auto Finance Ltd.

Mar 31, 2014

The Members,

The Board of Directors of HINDUSTAN AUTO FINANCE LIMITED has the pleasure in presenting the Directors' Report with Audited Annual Accounts for the year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

PARTICULARS Figures In (Rs.)

PAKIICULAKS 2013-2014 2012-2013

Total Income 12,33,438 20,78,157

Total Expenditure 702,130 14,99,157

Profits/(Loss) before exceptional 531,308 5,79,000 items and Tax

exceptional items 20 78,667

Profits/(Loss) before Tax 531,328 6,57,667

Tax Provision NIL NIL

Net Profits/(Loss) 531,328 6,57,667

REVIEW OF OPERATIONS

The Company has gained some profits during the year. Company is now optimistic towards its growth and smooth functioning of the Company. Growth of the Company is expected in future.

DIVIDEND

In view of insufficient profit in Business activities during the year under consideration, Board of Directors has not recommended the payment of any dividend for the year. MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

DIRECTORS

As per provisions of the Companies Act, 2013, Mr. Mukhtar Singh, Independent Directors, are proposed to be reappointed at the ensuing AGM for a term of five years.

Mr. Subhash Sapra, Executive Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

AUDITORS

M/S. Ravi Chopra & Associates, CHARTERED ACCOUNTANTS, New Delhi, retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

COMMENT ON AUDITOR'S REPORT

Auditor's Report and Notes to the accounts on the annual account of the Company for the year ended 31st March, 2014 are self explanatory and do not require any further comment.

PARTICULARS OF THE EMPLOYEES AS REQUIRED U/S 217(2A)

The Company has no employees whose particulars are required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011.

COMPLIANCE CERTIFICATE

The Company has obtained the Compliance Certificate from Company Secretary in Practice, as required under Section 383A of the Companies Act, 1956.

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

The information required under section 217(1) (e) of the Companies Act, 1956 read with the Companies' (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

I. CONSERVATION OF ENERGY

There is no manufacturing operation, at present, in the Company. However, Your Company has installed all energy saving devices in order to save energy to the maximum extent possible at its office.

II. TECHNOLOGY ABSORPTION:

The Company has not entered into any contract involving any technical know-how during the Financial Year, since there was no Manufacturing operation in the Company.

III. FOREIGN EXCHANGE EARNING AND OUTGOING

1. Foreign Exchange Earning : NIL

2. Foreign Exchange Outflow : NIL

CORPORATE GOVERNANCE

Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year ended on 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of profit or loss of the Company for the year under review;

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 have prepared the accounts for the Financial Year ended on 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation for wholehearted contribution and co-operation extended by the Bankers, customers, employees, Shareholders, Government, Semi Government Authorities etc. during the Financial Year ending on 31.03.2014 to our Company. For and on behalf of the Board of Directors

Date: 08.08.2014 Sd/- Place : New Delhi Man Singh Tosaria Chairman

---

Mar 31, 2013

Dear Members,

The Board, of Directors of HINDUSTAN AUTO FINANCE LIMITED has the pleasure in presenting the

Directors' Report with Audited Annual Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

Figures In (Rs.)

Particulars 2012-13 2011-12

Total Income 20,78,157 9,04,988

Total Expenditure 14,99,157 9,79,879

Profits/(Loss) before exceptional items and Tax 5,79,000 (74,891)

exceptional items 78,667 -

Profits/(Loss) before Tax 6,57,667 (74,891)

Tax Provision NIL NIL

Net Profits/(Loss) 6,57,667 (74,891)

REVIEW OF OPERATIONS

The Company has gained some profits during the year. Company is now optimistic towards its growth and smooth functioning of the Company. Growth of the Company is expected in future.

DIVIDEND

In view of insufficient profit in Business activities during the year under consideration, Board of Directors have not recommended the payment of any dividend for the year.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

PUBLIC DEPOSITS

An amount of Rs. 1367924 was outstanding as at 31/03/2013 towards unclaimed deposits, (including accrued interest). Steps are being taken to contact the depositors and to repay the deposits. Further as explained the Company has not contravened with provisions of section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Neera Sapra, Director who retires by rotation and being eligible for re-appointment has offered herself for the reappointment. Your Board of Directors proposes her re-appointment.

There was no other change in the directorship during the year under review.

AUDITOR

The Statutory Auditors M/S. RAVI CHOPRA & ASSOCIATES, CHARTERED ACCOUNTANTS, New Delhi, who retire at the conclusion of ensuing Annual General Meeting: and being eligible, offer themselves for re-appointment. The Company has received a letter from them that if their appointment be made, that would be within the limit as specified under Section 224 (IB) and they are qualified as per Section 226 of the Companies Act, 1956. The Board of Directors recommends their name for approval by the members of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

COMMENT ON AUDITOR'S REPORT

Auditor's; Report and Notes to the accounts on the annual account of the Company for the year ended 31st March, 2013 are self explanatory and do not require any further comment under section 217 3) of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES AS REQUIRED U/S 217(2A)

he Company has no employee who has been drawing remuneration beyond the prescribed limit in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended in 2011.

COMPLIANCE CERTIFICATE

The Company has obtained the Compliance Certificate from Company Secretary in Practice, as required under Section 383 A of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARRINGS AND OUTGO

The information required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars) in the Report of Board of Directors, Rules, 1988, with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

L CONSERVATION OF ENERGY

There is no manufacturing operation, at present, in the Company, However, Your Company has installed all energy saving devices in order to save energy to the maximum extent possible at its office.

II. TECHNO LOGY ABSORPTION: The Company has not entered into any contract involving any technical know-how during the Financial Year, since there was no Manufacturing operation in the Company,

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing. Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from statutory auditors certifying the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement it is hereby confirmed:

1. That in the preparation of the accounts for the Financial Year ended on 31 March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of profit or loss of the Company for the year under review;

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 have prepared the accounts for the Financial Year ended on 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation for wholehearted contribution and co- operation extended by the Bankers, customers, employees, Shareholders, Government, Semi Government Authorities etc. during the Financial Year ending on 31.03.2013 to our Company.

For and on behalf of the Board of Directors

Date: 02.09.2013 Sd/- Place: New Delhi Man Singh Tosaria Chairman

---

Mar 31, 2012

Dear Members.

The Board of Directors of Hindustan AUTO FINANCE LIMITED has the pleasure in presenting the Directors Report with Audited Annual Accounts for the year ended on 3 1st March, 2012.

FINANCIAL HIGHLIGHTS

(Figures In Rs.)

Particulars Current Year Previous Year 2011-12 2010-11

Total Income 9.04.988 7,39,993

Total Expenditure 9,79,879 7,15,709

Profits/(Loss) before exceptional items and Tax (74,891) 24.284

exceptional items - -

Protits/(Loss) before Tax (74,891) 24.284

Tax Provision NIL NIL

Net Profits/(Loss) (74,891) 24,284

REVIEW OF OPERATIONS

The Company has made a loss during the year. The Company is hopeful of Maintaining and improving its position in the future.

DIVIDEND

Since Company has incurred losses during the financial year. Board of Directors regret their inability to declare any dividend for the year under review.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance sheet and the date of this report.

PUBLIC DEPOSITS

An amount of Rs 2242800 was outstanding as at 31/03/2012 towards unclaimed deposits (including accrued interest). Steps are being taken to contact the depositors and to repay the deposits. Further as explained the Company has not contravened with provisions of section 58A of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Subhash Sapra. Director who retires by rotation and being eligible for re-appointment has offered himself for the re appointment. Your Board of Directors proposes his for re-appointment.

There was no other change in the directorship during the year under review.

AUDITORS

The Statutory Auditors M/S. RAVI CHOPRA & ASSOCIATES, CHARTERED ACCOUNTANTS, New Delhi, who retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them that if their appointment be made, that would be within the limit as specified under Section 224 (IB) and they are qualified as per Section 226 of the Companies Act. 1956. The Board of Directors recommends their name for approval by the members of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

COMMENT ON AUDITOR'S REPORT

Auditor s Report and Notes to the accounts on the annual account of the Company for the year ended 31st March. 2012 are self explanatory and do not require any further comment under section 217(3) of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES AS REQUIRED U/S 2I7(2A)

The Company has no employee who has been drawing remuneration beyond the prescribed limit in terms of Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended in 2011.

COMPLIANCE CERTIFICATE

The Company has obtained the Compliance Certificate from Company Secretary in Practice, as required under Section 383A of the Companies Act, 1956.

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

The information required under section 217( 1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars) in the Report of Board of Directors. Rules, 1988. with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

I. CONSERVATION OF ENERGY

There is no manufacturing operation, at present, in the Company. However, Your Company has installed all energy saving devices in older to save energy to the maximum extent possible at its office,

II. TECHNOLOGY ABSORPTION:

The Company has not entered into any contract involving any technical know-how during the Financial Year, since there was no Manufacturing operation in the Company.

III. FOREIGN EXCHANGE EARNING AND OUTGOING

1. Foreign Exchange Earning : NIL

2. Foreign Exchange Outflow: NIL

CORPORATE GOVERNANCE

Your company has complied with the mandatory provisions clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the certificate from statutory auditors certify ing the compliance of conditions on Corporate Governance is attached with this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217 (2 AA) of the Companies Act, 1956. with respect to Directors Responsibility Statement it is hereby confirmed:

1. That in the preparation of the accounts for the financial Year ended on 31st March. 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year and of profit or loss of the Company for the year under review;

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 have prepared the accounts for the Financial Year ended on 31st March, 2012 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation for wholehearted contribution and co operation extended by the Bankers, customers, employees. Shareholders, Government, Semi Government Authorities etc. during the Financial Year ending on 31.03.2012 to our Company.

For and on behalf of the Board of Directors

Sd/- Man Singh Tosaria Chairman Date: 01.09.2012 Place: New Delhi