Gandhinagar Leasing & Finance Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 26^th Annual Report together with the Audited Accounts for the year ended 31st March, 2012

REVIEW OF OPERATIONS

During the year under review was very turbulent with heavy economic uncertainties. The performance of the Company was also affected. The Company’s gross revenue amounted to Rs.1,15,48,635/- as against Rs.1,47,97,891/- for previous year. The Company has suffered loss of Rs.3.25 Lacs as against profit of Rs.21,90,858/- earned during the previous year.

PARTICULARS OF EMPLOYEES

There were no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975 hence, particular are not given for the same.

DIVIDEND

In view of the losses incurred and to sustain the business operations of the Company, your Directors do not recommend Dividend for the financial year ended on 31.03.2012.

INSURANCE

The Company has taken all necessary steps to insure its properties and insurable interest as deem appropriate and as required to have under various statutory and other requirement.

DIRECTORATE

Shri Jayendrakumar P Bhatt retire at ensuing Annual General Meeting and are eligible for reappointment. The Board of Directors recommends his appointment at the ensuing Annual General Meeting.

Shri Yogeshchandra T Joshi resigned with effect from 31^st January, 2012. The Board of Directors hereby the services rendered to the Company during his tenure as Director of the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT

As Required under Section 217(2AA) of the Companies Act 1956, we hereby state that:-

1. That in the preparation of the annual accounts, the applicable accounting standards has been followed, along with proper explanation read with the notes to the accounts relating to material departures;

2. That 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 as at 31st March, 2012 and of the profits of the Company for the year end on that date.

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 had prepared the Annual Accounts on a going concern basis.

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

As the Company is engaged in financial services the, particulars required to be incorporated in terms of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particular in the report of the Board of Directors) Rules, 1988, are not applicable. There was neither foreign exchange earnings nor outgo during the year under review.

DEPOSITS

The Company has not accepted deposits from the public within the meaning of provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s G C Patel & Co. Chartered Accountants, Gandhinagar and M/s. G J K & Associates, Chartered Accountants, Joint Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Audit Committee has recommended to the Board their re-appointments. You are requested to consider their re-appointments as joint Auditors. The Auditors have given the certificate that the reappointment, if made, will be within the prescribed limit specified under section 224 (1B) of the Companies Act, 1956.

The Auditors’ observations read with the Notes to the accounts are self explanatory.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As required under Clause 49 of the Listing Agreement, your Company has already implemented Corporate Governance for the financial year 2011-2012. A Management Discussion and Analysis Report along with detailed report on Corporate Governance attached with this Report and form part of the Annual Report.

ACKNOWLEDGMENTS

The Directors wish to place on record their gratitude to the shareholders of the Company, Company’s Bankers and concerned Government Departments for their Co-operation and continued support to the Company.