DIRECTOR'S REPORT

The Members

Apoorva Leasing Finance and Investment Company Limited

The Directors have pleasure in presenting before you the 32nd Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015.

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue ofRs. 20,610,762/-. The Company has earned net profit of Rs. 8,36,406/-during the year as compared to profit Rs. 414,061/-in the last year. The Directors are optimistic about future performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act,

2013.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 16 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

18th April, 2014, 27th May, 2014, 25th June, 2014, 24th July, 2014, 8th August, 2014, 26th August, 2014,1st September, 2014, 29th September, 2014, 28th October, 2014, 7th November, 2014,1st December, 2014, 12th January, 2015, 22nd January, 2015, 23rd January, 2015, 20th February, 2015 and 2nd March, 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF MANAGING DIRECTOR:

Mr. Bharat Bhusan, Director of the Company being appointed as Managing Director of the Company subject to approval of members of the Company.

CONFIRMATION OF CHANGE IN DESIGNATION OF DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Change in Designation of Mr. Deepak Verma as an Independent Director by the Board w.e.f 02nd March, 2015, subject to approval of shareholders. Your Directors recommend the change in designation of Mr. Deepak Verma as an Independent Director as proposed in the notice for the Annual General Meeting.

APPOINTMENT OF INDEPENDENT DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Roopa Devi Murolia appointed as an Additional Director by the Board and subsequently your Directors recommend the appointment of Mrs. Roopa Devi Murolia as an Independent Director as proposed in the notice for the Annual General Meeting.

Your Directors state that Mrs. Roopa Devi Murolia who is proposed to be appointed as an Independent Director possess appropriate skills, expertise and knowledge and are qualified for appointment as an Independent Director.

RE-APPOINTMENT OF DIRECTORS:

Mr. Atul Singh Tyagi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends their re-appointment

CONFIRMATION OF APPOINTMENT:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Deepali appointed as an Additional Director by the Board and she shall hold office only upto date of this Annual General Meeting and being eligible offer herself for re-appointment as Director.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Bharat Bhusan, Managing Director

(ii) Ms. Kashni Mahajan, Company Secretary

COMPANY SECRETARY:

Ms. Kashni Mahajan a Associate member of the ICSI, Delhi has been appointed by the Board of Directors of the Company as Company Secretary of the Company with effect from 11th March,

2015.

CHANGE IN REGISTERED OFFICE:

During the year under review, the Company has filed E-Form INC-22 under section 12 of the Companies Act, 2013 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of our Company within the local limits of Gurgaon and Haryana without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from 104-A,

Single Storey, Ramesh Nagar, New Delhi-110015 to 2127-28, 3rd Floor, Block- K, Gali No. 58, Naiwala, Gurdwara Road, Karol Bagh New Delhi-110005 w.e.f. 15th April, 2015.

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Vinod Vishal & Co. as Statutory auditors of the company for a period of 5 years commencing from the conclusion of this meeting until, the conclusion of 37th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s RDAK & Associates (FRN-019502N), Chartered Accountants of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Mr. Deepak Dewan Singh proprietor of M/s Deepak Singh & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-lll to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Naveen Kumar as an Internal Auditor of the Company for the financial year 2014-15. Mr. Naveen Kumar placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 is annexed herewith to the financial statements in Form No. AOC -2.

LISTING OF SHARES:

Application for listing of shares of the Company i.e. 19,974,900 Equity Shares of Rs. 10/- each has been made at BSE Limited as per BSE Direct Listing Norms and the shares are also listed on DSE Limited (DSE) and Ahmedabad Stock Exchange Limited (ASE) but as per SEBI circular

No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been derecognized as Stock Exchange.

DEMATERILISATIQN OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE217S01014 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participates. 70.23% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 29.77% is in physical form.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirm and submit the Director's Responsibility Statement:

• in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

• The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

• The Directors have prepared the accounts for the year ended 31st March, 2015 on a going concern basis.

• The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177 (9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The 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 which forms part of the Annual Report.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

• No of complaints received : 0

• No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Bharat Bhusan

Chairman & Managing Director

DIN:00538006

Place: New Delhi

Date: 24.08.2015