DIRECTOR'S REPORT

Dear Members,

Your Directors feel pleasure in presenting their 34th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2018.

FINANCIAL RESULTS

During the year under review, the Company has shown notable performance. The extracts of financial results 2017-18 are as under:

(in Rs.)

OPERATIONS

During the year, the company has carried out its business operations. However Company has achieved a stable profit during the year. Your Directors are putting their best efforts to improve the performance of the Company. The company anticipates more development in the Finance Industry in years to come.

The income from operations during the year is Rs.33,94,364 as against Rs.28,05,744 in the previous year. The Company made a profit before tax of Rs.12,72,837 as against the profit of Rs.14,10,543 in the previous year.

DIVIDEND

Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year.

RESERVES

In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs. 1,68,262 has transferred to the Reserve Fund.

DEPOSIT

The Company has not accepted any deposits during the year under review and it continues to be a Non- deposit taking Non Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return in form MGT-9 is annexed Annexure- II.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consist of Four (4) Directors, Mr. Jinen Manoj Shah (Executive Director), Mr. Pankaj Ramanbhai Jadav (Non-Executive and Independent Director), Mr. Ramcharan Nathmal Beriwala (Non-Executive and Independent Director) and Ms. Rashida Masnur Dula (Non-Executive and Independent Director). There has been no change in composition of Board.

APPOINTMENT OF COMPANY SECRETARY

The Company has appointed Ms. Manju, an Associate Member of the Institute of Company Secretaries of India, as Company Secretary of the Company w.e.f. 29.01.2018.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Mr. Ramcharan Nath Beriwala, Mr. Pankaj Ramabhai Jadav and Ms. Rashida Masnur Dula, Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

BOARD MEETINGS

The Board met 8 times during the financial year. During the 12 months period ended 31st March, 2018. Board Meetings were held on 27.05.2017, 01.07.2017, 30.08.2017, 11.09.2017, 01.11.2017, 13.11.2017, 29.01.2018 and 14.02.2018.

The intervening gap between any two consecutive meetings of the Board did not exceed one hundred and twenty days as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

COMMITTEES OF THE BOARD

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders and Investor Grievance Committee and.

3. Nomination & Remuneration Committee.

The Composition of Board Committees as on March 31, 2018 was as under -

1. Audit Committee

The Audit Committee of the Company consisted of Mr. Jinen Manoj Shah (Executive Director), Mr Ramcharan Beriwala (Non-Executive & Independent Director) and Mr. Pankaj Jadav (Non-Executive & Independent Director). The constituted Audit Committee also meets the requirements under Section 177 of the Companies Act, 2013.

The Chairman of the Committee is Mr. Ramcharan Beriwala an Independent Director nominated by the Board.

The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors.

2. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Company consists of three Directors, namely Mr Ramcharan Beriwala (Non-Executive & Independent Director) and Mr. Pankaj Jadav (Non-Executive & Independent Director) and Ms. Rashida Mansur Dula (Non-Executive & Independent Director). The re-constituted Nomination and Remuneration Committee of the Company also meets the requirements under Section 178 of the Companies Act, 2013.

The Committee's scope of work includes identifying the persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and carry out evaluation of every director's performance, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked Annexure 'III'.

3. Stakeholders Relationship Committee (SRC):

The Company has a Stakeholders Relationship Committee comprising of Mr. Pankaj Jadav(Non-executive and Independent Director), Mr. Ramcharan Beriwala (Non-Executive and Independent Director) and Mr. Jinen Manoj Shah (Executive Director). The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non receipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers.

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Investments, Leasing and Financing. There has been no change in the nature of business of the Company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the company.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the company has no corporate social responsibility committee of the Board.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

AUDITORS:

M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad have indicated their unwillingness to continue as Auditors of the Company.

Pursuant to provisions of Section 139(2) of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Mittal Nirbhay & Company, Chartered Accountants, New Delhi, bearing registration number 013097C are eligible for appointment as Auditors. Your Company has received a written confirmation from M/s Mittal Nirbhay & Company, Chartered Accountants, New Delhi, to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 for their appointment.

Board recommend their appointment at the ensuing Annual general meeting.

AUDITORS' REPORT

The Auditors report does not contain any reservation, qualification or adverse remark. The observations contained in the Audit report submitted by M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad are self explanatory and does not require any further explanation.

SECETARIAL AUDITOR

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required to annex with its Board's Report a secretarial audit report, given by the Company Secretary in practice.

The secretarial audit of the Company has been conducted by M/s V Kumar & Associates, Company Secretaries in Practice and their report on the secretarial audit for the year under review.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark except that

• Since, Company is required to appoint Internal Auditor pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, But the Company did not appoint any Internal Auditor.

• Pursuant to the Provisions of section 2013 of the Companies Act, 2013, Company is required to appoint Chief Financial Officer, But there is no CFO in the Company.

as mentioned in the secretarial audit report annexed hereto is attached as Annexure- IV.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Form No. AOC-2 marked Annexure-I is annexed to this report containing disclosure of related party transactions under Section 188 of the Companies Act, 2013.

ENVIRONMENT. HEALTH AND SAFETY

The Company accords the highest priority to health and environment and safety. The Company takes at most care for the employees and ensures compliance with the Environment Act.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the Corporate Governance Provisions shall not apply in respect of the listed entity having paid up Equity Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as on the last day of the previous financial year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors' confirm the following:

(A) That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(B) 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 of the Company at the end of the financial year ended on 31st March, 2018 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate

accounting records for the year ended 31st March 2018 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2018 on a going concern basis.

(E) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and operating effectively.

(F) The Director had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 134(3) (m) of the Companies Act, 2013 read with a Companies (Disclosure of particulars in the report of the Board of Directors) Rules 8 is not applicable since the company does not have any manufacturing activities.

There has been no expenditure and /or earning in foreign exchange.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 as amended.

SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANY

The Company has no subsidiary, Associate Companies and joint venture Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used.

(d) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

(e) Segregation of Duties - It is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures

RISK MANAGEMENT POLICY

At Present, the Company has not identified any element of risk which may threaten the existence of the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place the whistle blower mechanism for directors, employees with a view to provide for adequate safeguards against victimization of stakeholders and provide for direct access to the Chairperson of the Audit Committee in appropriate cases. The policy can be accessed at the website of the Company at http://llflltd.com/

CODE OF CONDUCT

The Chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March, 31 2018.

ACKNOWLEDGEMENT

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co- operation received from Government agencies and the Shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.