SDFC Finance Ltd

To,

The Members of the Company,

Your Directors have pleasure in presenting before you the 22nd Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March,2012.

FINANCIAL RESULTS

FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy and generally in creditmarket, credt off-take is negligent. Your company turned to certain other fin. Businessi.e. in the trading of shares and F & O and achieved better performance in comparisonto previous year.

DIVIDEND

To augment resources for ongoing expansion plan company accumulating its reservestherefore Your Board of Directors of the Company has not declared any dividend for theyear 2011-2012.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting theprovisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scaleundertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of thereference of the committee are in line with the requirements specified u/s. 292A of theCo-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Jagdish Jani will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible, offer themselves forre-appointment..

AUDITORS

M/s. Shirish Dalal & Associates, Chartered Accountants have given their consent forre-appointment of Auditors f the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished asper section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars ofEmployees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation ofEnergy,

Technology Absorption as required to be disclosed is not applicable to your companysince it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standardshave been followed;

(b) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act, 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) that the Directors have prepared the Annual Accounts on a goingconcern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis isannexed to this report. A certificate from Statutory Auditors with regards to thecompliance of the corporate governance, as stipulated in Clause 49 of the ListingAgreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause49 of the listing agreement. In addition, the company has also implemented some of the nonmandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation andsupport received from Banks, shareholders, customers, Officers and other employees of theCompany throughout the year. By order of the Board