Directors Report of Winmore Leasing & Holdings Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you their Thirtieth Annual Report together with the Audited Accounts for the year ended March 31, 2014

FINANCIAL RESULTS AND APPROPRIATIONS

Year ended Year ended 31st March, 31st March, 2014 Rupees 2013 Rupees

Profit before depreciation 16,97,009 77,13,714

Depreciation 1,304 2.783

Profit before tax 16,95,705 77,10.931

Less Provision for Income Tax 3,26,900 14,48.300

Deferred Tax Liability/(Asset) - 4,773

MAT Credit Entitlement - (4,64,255)

Earlier year adjustments 3021 -

13,65,784 67,22,113

Add Balance brought forward 92,36,153 27.47,779

Available for appropriation 1,06,01,937 94,69,892

Transfers & Appropriation

Proposed equity dividend 1.99,785 1,99,785

Tax on proposed equity dividend 33,954 33,954

Balance earned forward 1.03,68,198 92,36,153

DIVIDEND

Your Directors recommend a Dividend of Re 0 20 per share (2%) on 9,98,925 Equity Shares of Rs 10 each subject to approval of the Members at the ensuing Annual General Meeting Together with the Dividend Distribution Tax, the total outflow on account of Equity dividend will be Rs 2,33,739

OPERATIONS

During the year under review. Revenue from Operations of the Company was higher at Rs 53,28,078 as against Rs 14.46,000 in the previous year Profit before Tax however stood at Rs 16,95,705 as compared to Rs 77.10,931 for the previous year due to lower earnings as Other Income. Profit after Tax stood at Rs 13,65,784

DIRECTORS

Details regarding persons proposed to be appointed as directors at the Annual General Meeting to be held on 30 9 2014 due to changes arising from the implementation of the Companies Act, 2013 are provided in the annexure to the Notice convening the Annual General Meeting

During the year under review, your Company has not accepted any deposits from the public under Section 58A of the Companies Act. 1956

STATUTORY AUDITORS

Your Company's Auditors, M/s Rajendra K Gupta & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company They have been Statutory Auditors of the Company since more than ten years.

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, maximum number of consecutive years for which M/s Rajendra K Gupta & Associates, Chartered Accountants may be appointed as Statutory Auditors of the Company is three years

In view of above M/s Rajendra K Gupta & Associates, Chartered Accountants, being eligible for re-appointment and based on the recommendations of the Audit Committee, it is proposed to appoint M/s Rajendra K. Gupta & Associates, Chartered Accountants as Statutory Auditors of the Company for a period of three years to hold office from the conclusion of this Annual General Meeting of the Company until the conclusion of the Thirty Third Annual General Meeting of the Company

SUBSIDIARY COMPANY

As a result of acquisition by your Company of the entire equity shares of a domestic company West Pioneer Properties (India) Pvt Ltd (WPPIL), WPPIL became a wholly-owned subsidiary of your Company we.f 19 3 2014.

Consequently under provisions of the Companies Act, 1956. the audited financial statements of WPPIL have been consolidated with those of the Company and consolidated financial statements have been prepared.

However, in terms of General Circular 2/2001 dated 8.2 2001 issued by the Government of India, Ministry of Corporate Affairs, the financial statements of WPPIL are not being annexed to the Annual Report The Annual Accounts of the subsidiary company can be inspected by any shareholder at the registered offices of the Company and of WPPIL (located at Unit No 1002, 10th Floor, Tower 3. India bulls Finance Centre, Senapati Bapat Marg. Elphinstone Road Mumbai 400013),

The said subsidiary's annual accounts shall be made available to the shareholders of the Company, seeking such information at any point of time

The Company shall also furnish a hard copy of details of accounts of WPPIL to any shareholder on demand

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. relating to conservation of energy or technology absorption.

During the year under review, the Company neither earned any foreign exchange nor made any payments in foreign exchange

There are no particulars to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956. the Directors of the Company to the best of their knowledge and belief and on the basis of the information and explanations received by them hereby state and confirm that

(i) In the preparation of the Annual Accounts, applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) 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 as at March 31. 2014 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; and

(iv) The Directors have prepared the annual accounts on a going concern basis

EMPLOYEE RELATIONS

Relations with employees during the year continued to be cordial

ACKNOWLEDGEMENTS

The Board sincerely thanks all Stakeholders for their continued support

For and on behalf of the Board

Dated: 2nd September, 2014 Director Director