DIRECTORS' REPORT To, The Members, The Directors are pleased to present the Twenty Third Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2014. 2. DIVIDEND In view of carried forward losses, your Directors do not recommend any dividend on the Equity Share Capital 3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) Overview of Industry: Due to de-growth in Industries and weak investment sentiment, the various facets of NBFC activities like equipment finance, vehicle finance, corporate finance and lease, strategic asset finance, housing finance, asset management, capital products activities suffered significantly and have created serious challenges for any company in NBFC sector. b) Threats and Challenges The Industry has opportunity for enrooting its activity in rural areas which still provides substantial growth plus cultivating innovative financial and capital products for middle income group of the society and posited to challenges among low capital base, high cost of raising funds, vigorous regulatory compliances of apex body and increasing completion from Banks and financial institutions. c) Outlook As far as your Company is concerned, it has established itself as investment vehicle in promoting existing group companies by providing able equity and interse corporate loans, from time to time and closely monitoring their corporate activities on a day to day basis. The investments so held by the Company have off late started yielding in terms of interest and dividend. The rental arrangements for Company's unoccupied premises are also time and again getting renewed to the benefits of the Company. Moreover, your Company has continued on recovering outstanding dues, expediting its pending appeals with tax authorities and liquidating its non-yielding loans and investments. As a conscious decision, your Company has decided to keep itself away from retail / micro finance activities. d) Risks and Concerns Your Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. the company manages this risk by conservative financial profile, cost reducing measures and prudent business practices. Apart from external risks, the performance of your Company is linked to its group companies which are manufactured companies and further subject to the vulnerability of all market forces. The company manages this risk by looking the affairs of its group companies with a peer view on a regular basis. e) Adequacy of Internal Control The Company has an adequate internal controls system commensurate with its size and the nature of its business. The Audit Committee of the Board of Directors reviews the adequacy of internal controls. f) Human Resource Development Your Company continued to have cordial and harmonious relations with its employees g) Discussion on financial performance with respect to operational Performance The Company has generated total income of Rs. 37.85lacs in this financial year. The Loss after depreciation and interest stood at Rs. 15.08 lacs. There is no need for any provision for Non-Performing Assets and Bad Debts. After providing NIL provision for taxes and carried forward loss of Rs. 15.08 lacs, and after transfer of Rs. 2.21 lacs to Statutory Reserve the total loss of Rs. 180.52 lacs has been carried over. 4. DIRECTORS At the ensuing Annual General Meeting, Shri Mukesh D. Patel and Shri Dushyant D. Patel, Promoters and Executive Directors of the Company shall respectively retire by rotation and they being eligible, offer themselves for re-appointment. 5. PUBLIC DEPOSITS The Company has neither accepted nor renewed any Public Deposits during the year under review. At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public. 6. AUDITORS M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that their reappointment at the ensuing Annual general Meeting, if made, will be within the limit specified in Section 224 of the Companies Act, 1956. 7. OBSERVATIONS OF AUDITORS Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing Director and Executive Director. 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company. The Company has neither earned nor used any foreign exchange during the year under review. 9. PARTICULARS OF EMPLOYEES The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956. 10. CORPORATE GOVERNANCE The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report. 11. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the Companies (Amendment) Act, 2000, the Directors state that: a. In the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable Accounting Standards have been followed. b. Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and the profit and loss of the Company for the accounting year ended on that date; c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; d. The annual accounts have been prepared on a going concern basis. 12. ACKNOWLEDGEMENT Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents. Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year. For and on behalf of the Board, For Transpek Finance Limited [Mukesh D. Patel] Chairman & Managing Director Date: 28.05.2014 Regd. 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