The Directors are pleased to present their 21st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

                                                          (Rs. In Lacs)

Particulars                                   Year Ended     Year Ended
                                              31-03-2014     31-03-2013

Total Revenue                                (4,926,604)      4,160,427

Less: Total Expenses                         (2,641,037)      2,532,766

Profit before Tax                            (7,567,641)      1,627,661

Less : Provision For Tax                               -        500,000

Less : Deffered Tax                                    -          4,782

Less : Short/ Excess earlier year                      -       (28,000)

Profit/ (Loss) after Tax                     (7,567,641)      1,150,879

During the year under review, the Company made a loss of Rs. 49.26/- Lacs as compared to the profits of Rs. 41.60/- in the previous year. The losses of the year are attributed to bad financial market and lack of opportunities to the Company.

DIVIDEND:

In view of the losses made during the year, the Company does not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Tilokchand Kothari is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 27th August 2014 had proposed to appoint Mr. Arvind Desai as Whole Time Director subject to the approval of Members in the Annual General Meeting.

The Company has received nomination of Mr. Tilokchand Kothari and Mr. Arvind Desai for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE309H01020 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 2013, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

                                   By Order of the Board of Directors
                               For Visagar Financial Services Limited
                                                                 Sd/-
                                                         Arvind Desai
                                                             Director
Place: Mumbai
Date: 29.05.2014