Directors Report of Visagar Financial Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 31^st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

The Company''s performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)
	For the financial	For the financial
	year ended	year ended
	31st March, 2024	31st March, 2023
Income	33417.95	5180.05
Less: Expenses	33538.64	4998.68
Profit/ (Loss) before tax	(120.70)	181.37
Less: Provision for tax Current	-	-
Deferred Tax	-	-
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	-	-
Less :- Current Tax	-	53.50
Profit after Tax	(120.70)	127.87
APPROPRIATIONS
Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-

Balance carried to Balance sheet	(120.70)	127.87

PERFORMANCE

FY 2023-24 closed with Revenues of ?33417.95 Lakhs, EBITDA of (?120.70) Lakhs, PAT of (?120.70) Lakhs and EBITDA margins of (0.36%)

OPERATIONS:

There was no change in nature of the business of the Company, during the year under review. RESERVES

During the year under review, Company has not transferred any amount into the reserves. DIVIDEND

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

SHARE CAPITAL

The paid-up equity share capital as on March 31, 2024 was ?5839.15 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no adverse material changes or commitments occurred between the end of financial year and date of this report, which may affect the financial position of the Company or may require disclosure.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY 202324, eight meetings of the Board of Directors were held on 7^th April, 2023, 28^th April, 2023, 19^th June, 2023, 14^th August, 2023, 6^th November, 2023, 25^th October, 2023, 7^th November, 2023 and 14^th February, 2024. The maximum time gap between any two consecutive meetings did not

exceed one hundred and twenty days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. Sanjay Rajak - Chairman, Ms. Madhubala Vaishnav - Member and Mr. Kuldeep Kumar- Member. All recommendations given by Audit Committee during FY 2023-24 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation

The shareholders at the 30^th Annual General Meeting held on September 30, 2023 approved appointment of Mr. Tilokchand Kothari, Director (DIN: 00413627) as Director retiring by rotation.

Ms. Sonam Prajapati, was resigned from the post of Company Secretary of the Company with effect from 9^th June, 2023.

Further, Company has appointed Mr. Pushpraj Gupta, Company Secretary of the Company with effect from 01^st January, 2024.

Board of Directors in their meeting held on 30^th August, 2024 approved Appointment of Mr. Ms. Anju Pareek as Non-Executive Independent Director subject to approval of Members in the ensuing Annual General Meeting.

Further Board of Directors in same meeting approved re-appointment of Ms. Madhubala Vaishnaw and Mr. Kuldeep Kumar, Non-Executive Independent Director for second term of Five years subject to approval of Members in the ensuing Annual General Meeting.

Retirement by Rotation

In accordance with the Articles of Association and as per provisions of Section 152(6) of the Companies Act, 2013, Mr. Tilokchand Kothari, Director (DIN: 00413627) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Your Board recommends his re-appointment.

Except as stated above, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel (KMP) of the Company:

1. Ms. Ankita Rai - Chief Financial Officer

2. Mr. Sagar Tilokchand Kothari - Chief Executive Director

3. Mr. Pushpraj Gupta - Company Secretary

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the NRC has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually.

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration (‘NRC Policy’). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The Policy can also be accessed on Company’s website at https://vfsl.visagar.com/

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, have been duly complied with.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review on a quarterly basis and for prior approval whenever there is a requirement for such approvals. The omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseeable and

repetitive nature. The transactions entered into pursuant to omnibus approval are placed before Audit Committee and Board of Directors on quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of the Company at vfsl.visagar.com.

All the related party transactions for the year under review were in the ordinary course of business and on an arm’s length basis and hence disclosure in Form AOC-2 is not required. No material related party transactions were entered with related parties during the year under review and there were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence Company has not constituted the Corporate Social Responsibility Committee.

STATUTORY AUDITORS

M/s. Bhatter & Associates, Chartered Accountant (Firm Registration No. 131411W) has been appointed as the Statutory Auditors in the Extra-Ordinary General Meeting held on November 04, 2022 for the first term of five consecutive years from the conclusion of that Extra-Ordinary General Meeting till the conclusion of 34^th Annual General Meeting in the financial year 202728.

STATUTORY AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2024.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, M/s Kirti Sharma & Associates, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial Auditor is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards’ report.

RISK MANAGEMENT

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company’s website www.vfsl.org.

WHISTLE BLOWER MECHANISM

Company has established Vigil Mechanism (whistle blower policy) for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report is available on the website of the Company at vfsl.visagar.com

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. The Mr. Sanjay Rajak and Ms. Madhubala Vaishnav, Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company at vsl.visagar.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made there under, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities and obligations in the Company, nature of the industry in which the Company operates, business model etc. The same is available on the website of the Company at vfsl.visagar.com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure I to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent and the same will be furnished on request.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended on March 31, 2024 is available on the website of the Company and web-link of the same is: https://vfsl.visagar.com/investor.php

CORPORATE GOVERNANCE

A Report on Corporate Governance as annexed in Annexure II, in terms of Regulation 34 of the Listing Regulations, along with a Certificate from Practicing Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Company’s operations, as stipulated under Regulation 34 of the Listing Regulations, is annexed as Annexure III forming part of the Annual Report.

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

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

GENERAL

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2024 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

e. the annual accounts of the Company have been prepared on a going concern basis;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”)

Company is in process to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

d. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

e. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TTME OF TAKING LOAN FROM BANK AND AT THE TTME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution. ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.

---

Mar 31, 2014

Dear Members

The Directors are pleased to present their 21st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Particulars Year Ended Year Ended 31-03-2014 31-03-2013

Total Revenue (4,926,604) 4,160,427

Less: Total Expenses (2,641,037) 2,532,766

Profit before Tax (7,567,641) 1,627,661

Less : Provision For Tax - 500,000

Less : Deffered Tax - 4,782

Less : Short/ Excess earlier year - (28,000)

Profit/ (Loss) after Tax (7,567,641) 1,150,879

OPERATIONS:

During the year under review, the Company made a loss of Rs. 49.26/- Lacs as compared to the profits of Rs. 41.60/- in the previous year. The losses of the year are attributed to bad financial market and lack of opportunities to the Company.

DIVIDEND:

In view of the losses made during the year, the Company does not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Tilokchand Kothari is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 27th August 2014 had proposed to appoint Mr. Arvind Desai as Whole Time Director subject to the approval of Members in the Annual General Meeting.

The Company has received nomination of Mr. Tilokchand Kothari and Mr. Arvind Desai for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01020 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 2013, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Visagar Financial Services Limited Sd/- Arvind Desai Director Place: Mumbai Date: 29.05.2014

---

Mar 31, 2013

To, THE MEMBERS of VISAGAR FINANCIAL SERVICES LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended are summarized below.

(Rs. in Lac) For the year ended 31st March, 2013 31st March, 2012

Total Revenue 41.60 29.38

Less: Total Expenses 25.32 20.00

Profit/ (loss) before tax 16.27 9.38

Deferred Tax Liability/(Assets) 0.05 0.04

Less: Income Tax / Provision 4.72 3.27

Profit/ (loss) after Tax 11.51 6.07

Brought forward loss from previous year 35.94 29.87

Surplus/(deficit) carried to Balance sheet 47.45 35.94

OPERATIONS

During the year under review your company has earned a gross income of Rs. 41.60 Lacs for the financial year 2012-13, as compared to Rs.29.38 Lacs in the previous year, recoding a increase of Rs. 12.22 Lacs. After considering total expenses of the company has managed profit before tax of Rs. 16.27 Lacs and the Company has managed profit after tax for the current year is Rs. 11.51 Lacs, which is 89.62% more compare to previous year. In coming year company is confident to implement its dream project.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Shri Suranjan Upadhyay will retire by rotation and, being eligible offered himself for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

AUDITORS

Mr. Sudhir M Desai., Chartered Accountant, the Auditor of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Listing fees for Ahamedabad Stock Exchange Limited is pending.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2013 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information, they 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; and

(iv) That they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its compliance, is attached in this Annual Report elsewhere.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report are also appearing in this Annual Report elsewhere and both the foresaid Reports are incorporated as reference herein. The Board of Directors of the Company adopted a Code of Conduct and posted the same on Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuance to section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks, Government Authorities, Suppliers, Customers and all the local authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company. For and on behalf of the Board of Directors

Sd/-

(Arvind Desai)

Place: - Mumbai Director

Dated: - 14.08.2013

---

Mar 31, 2011

THE MEMBERS,

VISAGAR FINANCIAL SERVICES LIMITED.

The Directors are pleased to present their 18TH Annual Report together with the Balance Sheet as at 31st March, 2011 and the Profit and Loss Accounts for the year ended 31st March, 2011 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year

Ended Ended

31-03-2011 31-03-2010

(Rs.) (Rs.)

Gross Income 32,525,266 57,764,736

Total Expenditure 29,841,361 57,421,683

Profit before Tax 2,683,905 343,053

Less : Provision For Tax 699,000 16,560

Less : Differed Tax (5,940) (1,454)

Profit after Tax 1,990,845 327,947

Profit / (Loss) brought from Previous Year 996,331 668,384

Balance carried to the Balance Sheet 2,987,176 996,331

PERFORMANCE :

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view to conserve the resources.

DIRECTORS :

Mr. Arvind Desai, Director the Company, is liable to retire by rotation, being eligible, offers himself for re- appointment.

The Board at its meeting on 15.01.2011 appointed Mr. Tilokchand M Kothari as Additional Director of the Company, will hold the office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 15.01.2011 appointed Mr. Dhananjay N Pathak as whole-time Director of the Company.

FIXED DEPOSITS :

The Company did not invite/accept/renew any fixed deposit during the year under review.

DEMATERIALISATION OF SHARES :

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES :

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Listing fees for Ahamedabad Stock Exchange Limited is pending.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re- appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage. The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that; 1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2011 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co- operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

For Visagar Financial Services Limited

Sd/-

Jasraj Rathi

Director

Place : Mumbai

Date : 07.09.2011

---

Mar 31, 2010

THE MEMBERS,

INCA FINLEASE UMITED.

The Directors are pleased to present their 17™ Annual Report together with the Balance Sheet as at 31st March, 2010 and the Profit and Loss Accounts for the year ended 31st March/ 2010 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year

Ended Ended

31-03-2010 31-03-2009

(Rs.) (Rs.)



Gross Income 57,764,736 132,860,264

Total Expenditure 57,421,683 132,083,532

Profit before Tax 343,053 776,732

Less : Provision For Tax 16,560 0

Less : Differed Tax (1,454) 3,078

Less: Provision For FBT - 11310

Less:STT - 199,782

Profit after Tax 327,947 562^63

Profit / (Loss) brought from Previous Year 668,384 105,821

Balance carried to the Balance Sheet 996,331 668,384

PERFORMANCE:

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS:

Mr. Jasraj Rathi, Director the Company, is liable to retire by rotation, being eligible, offers himself for re- appointment.

FIXED DEPOSITS;

The Company did not invite/accept/renew any fixed deposit during the year under review.

PEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. 1NE3O9H01012 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity shares of the Company are listed with The Ahmedabad Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Company is regular in payment of annual listing fees to this Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1 B) of the Companies Act, 1956. Your Board recommend for their re- appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage. The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31,2010 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co- operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

For Inca Finlease Limited

Sd/-

Jasraj Rathi

Director

Place : Mumbai

Date : 07.09.2010