BOSTON LEASING AND FINANCE LIMITED

ANNUAL REPORT

FOR THE YEAR

2016-17

REGISTERED OFFICE

Boston Leasing and Finance Limited Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road,

Ahmedabad, Gujarat – 360001 Email id: bostonleasing99@gmail.com

Website: www.bostonleasingandfinance.com

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AUDITORS: ARPAN CHUDGAR & ASSOCIATES

CHARTERED ACCOUNTANTS AHMEDABAD

BANKERS: AXIS BANK

REGISTRAR AND SHARE TRANSFER AGENT:

Accurate Securities and Registry Private Limited, 23, 3rd

Nr. Fun Republic, Satellite Floor, Sarthik Complex,

Ahmadabad – 380015

BOARD OF DIRECTORS:

JANAYASH N. DESAI NIKHILKUMAR JOSHI

DIRECTOR NON EXECUTIVE INDEPENDNET DIRECTOR

JINEN MANOJ SHAH RAKHIBEN P. PATEL

NON EXECUTIVE ADDITIONAL DIRECTOR INDEPENDENT WOMAN DIRECTOR

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N O T I C E

Notice is hereby given that 33rd Annual General Meeting of members of Boston Leasing and Finance Limited will be held on Saturday, 30th

September 2017 at 10:00 a.m. at the Registered Office of the Company situated at 4, Ellora Comm. Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad – 380001 to transact the following businesses:

ORDINARY BUSINESS:

1.

Adoption of Audited Financial Statements

To consider and if though fit, to pass, with or without modification the following resolution as an Ordinary Resolution: To receive, consider and adopt the Financial Statements of the Company for the financial year ended on 31st March 2017, including Audited Balance Sheet as at 31st

March 2017 and the statement of Profit and Loss Account for the year ended on that date along with the reports of Auditors and Directors thereon.

2. Reappointment of Retiring Director

To appoint a Director in place of Mr. Jinen Shah (holding DIN: 02922873), whose period of office is liable to determination by retirement of Directors by rotation and who, pursuant to the applicable provisions of the Companies Act, 2013 retires by rotation and being eligible offers himself for re-appointment.

3. To appoint of Auditors:

To appoint the Auditor and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies the appointment of M/s. Arpan Chudgar & Associates., Chartered Accountants (Membership No. 131876), as the Statutory Auditors of the Company at such remuneration as shall be fixed by the Board of Directors for FY 2017-18.”

Place: Ahmedabad Date: 01.09.2017 Reg. office: Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 CIN: L65910GJ1984PLC007459 (E) bostonleasing99@gmail.com (W) www.bostonleasingandfinance.com

By order of the Board For BOSTON LEASING AND FINANCE LIMITED

Chairman

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NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her self and the proxy need not be the member of the company. A person can act as proxy on behalf members not exceeding 50 (fifty) and holding in aggregate not more than 10% (ten per cent) of share capital of the Company. However a member holding more than 10% (ten per cent) of share capital in company may appoint a single person as proxy and in such case proxy shall not act as proxy for any other member.

2. A form of proxy is herewith attached. The proxies in order to be effective must be submitted at the registered office of the company not less than 48 hours before the commencement of the meeting duly signed by the member. Proxies submitted on behalf of the Companies, Societies etc. must be supported by an appropriate resolution/ authority, as applicable. Members/ proxies/ authorized representative are requested to bring the attendance slip sent herewith, duly filled in for attending the meeting.

3. In case of joint holders, only a 1st

Joint holder will be permitted to vote.

4. The Register of Members of the company will remain closed from September 26, 2017 to September 30, 2017 (both days inclusive) in connection with ensuing Annual General Meeting for Financial Year 2016-17.

5. The Company does not propose any special business in this Annual General Meeting and hence

Explanatory Statement pursuant to section 102 of Companies act 2013 is not required to be annexed this notice.

6. Members are requested to inform the company of any change in their addresses immediately so as to

enable the Company for any further communication at their correct addresses.

7. The Companies Act provides nomination facility to the members. As a member of the Company you have an option to nominate any person as your nominee to whom you shares shall vest in case of unfortunate event of death. It is advisable to avail this facility especially by the members holding shares on single name. This nomination would avoid process of acquiring rights in shares through transmission. In case of joint holders, nomination shall be effective only on deal of the all the joint holders.

8. Members seeking any information or clarification on the accounts are requested to send written

quarries to the Company; at least 10 days before the meeting to unable the management keep the required information available at meeting.

9. Trading in Equity Shares of the Company is compulsorily in Dematerialized mode by all the

investors. Members are therefore requested to convert their Physical Shareholding in Demat Form in case they wish to trade their Equity Shares.

10. Annual Report for the Financial year 2016-17 of the company has been uploaded on website of the

Company.

11. All documents referred to in the accompanying notice and the explanatory statement shall be open for inspection at the registered office of the Company during normal business hours up to the date of and during the Annual general Meeting.

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12. Electronic copy of the Notice along with Annual Report including remote E Voting instructions, Attendance Slips, Proxy Form is being sent to all the members whose emails id are registered with the Company / Depository Participants for communication purpose. For members who have not registered their email ids, physical copy of notice along with Annual Report including remote E Voting instructions, Attendance Slips, Proxy Form is sent by permitted mode of dispatch.

13. For protection of environment and to conserve natural resources, members are requested to register

their emails, with Company / RTA or Depository Participant to enable company to send communication including Annual Report, notices, circulars etc. electronically.

14. Members holding shares in physical form in multiple folios on the same name and in the same order

are requested to consolidate all their folios. For this purpose, application may be submitted to M/s Accurate Securities and Registry Private Limited.

15. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member/

beneficial owner as on the cutoff date i. e. Friday, 22nd

September 2017.

16. In terms of section 108 of Companies Act 2013 read with Companies (Management and Administration) Rules 2014, as amended from time and time, the Company is pleased to provide the e voting facility through Central Depository Services Limited (CDSL) to its members holding shares in physical or dematerialized form, as on cutoff date to exercise their right to vote by electronic means on any or all of the business specified in the accompanying notice.

This is to clarify that it is not mandatory for a member to vote using the E voting facility and a member may avail the facility at his / her discretion, subject to compliance with the instruction for Remote E Voting.

Further in case of Members who are entitled to vote, amongst members present in person at the meeting, but have not exercised right to vote by electronics means, the Chairman of the Company shall allow voting by way of poll in terms of Rule 20(4)(xi) of the said rules for the business specified in the accompanying notice. It is specifically clarified that members who have exercised their right to vote by remote electronics means shall not be eligible to vote by way of poll at the meeting as per proviso to Rule 20(4)(vii). The Information with respect to voting process and other instructions regarding remote e-voting are detailed in note no. 21.

17. Shri Jagdish Akhani, Practicing Company Secretary, Ahmedabad (Mem. No. FCS 7540) has been appointed as Scrutinizer to scrutinize voting and remote e voting process in fair and transparent manner.

18. The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of the AGM make a Consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, and submit the same to the Chairman of the meeting or a person so authorized by him in writing, who shall countersign the same.

19. The results shall be declared forthwith by the Chairman or a person so authorized by him in writing

on receipt of report from the Scrutinizer. The Results declared along with Scrutinizer’s Report shall be placed on the Company’s website www.bostonleasingandfinance.com and on the website of CDSL and shall also be communicated to the BSE Limited.

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20. The resolutions shall be deemed to be passed on the date of the Annual General Meeting, subject to the same being passed with requisite majority.

21. Voting process and other instructions regarding Remote E Voting:

Section A: Voting Process

The members should follow the following steps to cast their votes electronically:

Step 1 Open your web browser during the voting period and log on to the e-voting Website: www.evotingindia.com

Step 2

Click on “Shareholders” to cast your vote(s).

Step 3 Please enter User ID – a) For account holders in CDSL: Your 16 digits beneficiary ID. b) For account holders in NSDL: Your 8 Character DP ID followed by 8 Digits Client ID. c) Members holding shares in Physical Form should enter Folio Number registered with the

Company.

Step 4 Enter the Image Verification as displayed and Click on “Login”.

Step 5 If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting for any company, then your existing password is to be used. If you have forgotten the password, then enter the User ID and the image verification code and click on “Forgot Password” and enter the details as prompted by the system.

Step 6 Follow the steps given below if you are a first time user either holding shares in Demat or Physical form:

6.1 (a) Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both, members holding shares in physical or dematerialized form) Members holding shares in physical form and who have not updated their PAN or have incorrect PAN with the Company are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. If the sequence number is less than 8 digits, enter the applicable number of 0’s before the number after the first two characters of your name in CAPITAL letters.

E.g. If you your name is NAMAN PATEL with sequence number 3 then enter NA00000003 in the PAN field.

6.1 (b)

Enter the Date of Birth (DOB) as recorded in your demat account or registered with the Company for the said demat account or folio in dd/mm/yyyy format.

6.1 (c)

Enter the Dividend Bank Details (account number) as recorded in your demat account or registered with the Company for the said demat account or folio. # # please enter either the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in Step 3.

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6.2 After entering these details appropriately, click on “SUBMIT” tab. 6.3

For Demat holding

:

Members holding shares in demat form will now reach “Password Creation” menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

For Physical holding:

Members holding shares in physical form will directly reach the Company selection screen. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

Step 7

Click on the EVSN of the Company “Boston Leasing and Finance Limited” i.e. 160902032 to vote.

Step 8

On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES / NO” for voting. Select the option YES or NO as desired for casting your vote.

Step 9 Click on Resolution File link if you wish to view the Notice.

Step 10

After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

Step 11

Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

Step 12

You can also take print-out of the voting done by you by clicking on “Click here to print” option on the Voting page.

Step 13 If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Step 14 Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

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Step 15 Note for Non – Individual Shareholders and Custodians: Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

After receiving the login details a Compliance User should be created using the admin login and password.

The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Step 16 Section B: Other instructions regarding Remote e-voting: i) The Remote e-voting period shall commence on Tuesday, 26th September 2017 at 09.00 am

and shall end on Friday, 29th September 2017 at 05.00 pm. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 22nd

September 2017, may cast their votes electronically. The e-voting module shall be disabled for voting thereafter.

ii) Institutional Shareholders (i.e. members other than Individuals, HUF, NRI, etc.) are additionally requested to note and follow the instructions mentioned below, if they are first time user.

- Institutional Shareholders and Custodians are required to log on to www.evotingindia.com and register themselves as Corporate.

- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

- After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which user wishes to vote on.

- The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

iii) Institutional Shareholders (i.e. members other than Individuals, HUF, NRI, etc.) are required to upload the following in PDF format in the system for the scrutinizer to verify the same

- Copy of the Board Resolution (where institution itself is voting). - Power of Attorney issued in favour of the Custodian (if PoA is not uploaded earlier) as well

as Board Resolution of custodian. iv) Once the vote on a resolution is cast by a member, the member shall not be allowed to

change it subsequently or cast the vote again.

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v). Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

vi. In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com

Place: Ahmedabad Date: 01.09.2017 Reg. office: Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 CIN: L65910GJ1984PLC007459 (E) bostonleasing99@gmail.com (W) www.bostonleasingandfinance.com

BY ORDER OF THE BOARD FOR BOSTON LEASING AND FINANCE LIMITED

Chairman

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DIRECTORS’ REPORT Dear Members, Your Directors feel pleasure in presenting their 33rd Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st

1.

March, 2017.

During the year under review, the Company has shown notable performance. The extracts of financial results 2016-17 are as under:

(Rs. In Lacs)

FINANCIAL RESULTS:

Particulars Current Year 2016 – 17

Rs.

Previous Year 2015 - 16

Rs. Total Revenue 18.46 17.19 Profit before Depreciation and Tax 1.65 8.82 Profit Before tax and exceptional items 1.65 8.82 Exceptional Items - - Profit Before Tax 1.65 8.82 Current Tax - 1.12 Deferred Tax - - Excess in provision for current tax for earlier years. - - Profit after Tax 1.65 7.70 Add: Balance Brought forward 13.28 5.58 Balance Carried to Balance Sheet 14.93 13.28 DIVIDEND: The Board of Directors do not recommend any Dividend for FY 2016 17. MANAGEMENT DISCUSSION AND ANALYSIS As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report is prepared and forms part of this Annual Report. DEPOSITS AND LONG TERM BORROWINGS: During the year, Company has not accepted any Deposits or long term borrowings from any person except unsecured Inter Corporate Loans. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: During the year, Company has not entered in to any related party transactions and hence disclosures in that regard are not required to be made.

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DIRECTORS’ RESPONSIBILITY STATEMENT In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2016-17, the Board of Directors states that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) 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 as on 31st March, 2017 and of the profits for the year ended 31st

c) the Directors have taken proper and sufficient care for 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 preventing and detecting fraud and other irregularities;

March, 2017;

d) the annual accounts have been prepared on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness was observed.

SUBSIDIARIES AND JOINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment in Joint Venture. ENVIRONMENT, HEALTH AND SAFETY (EHS) The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company. CORPORATE GOVERNANCE Regulation 17 to 27 of SEBI (LODR) Regulations 2015 does not apply to the Company as the Paid Up Share Capital of the Company is INR 6.90 Crores and Net Worth of the Company is INR 7.15 Cr, both of which are less than minimum prescribed limits for applicability of aforementioned regulations. CORPORATE SOCIAL RESPONSIBILITY: The provisions of Companies Act 2013 and rules framed there under with regard to Corporate Social Responsibility do not apply to the Company and hence no disclosure have made in that regard. DIRECTORS AND KEY MANAGARIAL PERSONNEL: During the year, there has been no change in the Board of Company.

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Ms. Zalak Gajjar, Company Secretary resigned due to personal occupation from the Company. Company took on record her contribution to the management during her tenure of employment. DIRECTORS RETIRING BY ROTATION: Mr. Jinen Shah, being Non Executive Director whose term is liable to determination by ‘Retirement by Rotation” and being eligible offers himself for reappointment. DECLARATION BY INDEPENDENT DIRECTORS: Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has received declaration from Independent Directors for FY 2016-17 confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. POLICY ON DIRECTORS’ APPOINTMENT

:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification / appointment of Directors which are as under: Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should: - Not have any direct or indirect conflict with business operations. - Be willing to devote time and efforts. - Have relevant experience. - Have understanding about corporate functionality. - Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors: - Board Members may suggest any potential person to the Chairman of the Company meeting the

above criteria. If the chairman deems fit, recommendation will be made by him to NRC. - Chairman himself can also recommend a person to NRC. - NRC shall process and evaluate the proposal and shall submit their recommendation to Board. - Board shall consider such proposal on merit and decide suitably.

MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS: The Evaluation of Board, its Committees and Individual Directors was carried out as per process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. NUMBER OF MEETINGS OF THE BOARD: The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under review, the Board met Six times respectively on 30.05.2016, 13.08.2016, 01.09.2016, 22.09.2016, 14.11.2016 and 14.02.2017. REMUNERATION POLICY:

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The Company has formulated the policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration

- Fixed Pay comprising Basic Salary, Conveyance Allowances / Reimbursement, Company’s contribution to Provident Fund, Superannuation Fund, Gratuity, etc.

- Variable Pay, which is either in the form of: Commission to Managing Directors and Commission to Whole-time Directors.

B) Annual Appraisal process:

Annual Appraisals are conducted, following which annual increments and promotions in deserving cases are decided once in a year based on:

o Employees self-assessment o Assessment by Immediate Superior and o Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of

- Economic Rise based on All India Consumer Price Index published by the Government of India or Internal Survey wherein inflation on commonly used items is calculated. Annual Appraisal equally depends on the Profitability of the Company. Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors as follows:

- Reimbursement of Expenses incurred by Independent Directors for attending any meeting of the Board and payment of Sitting Fees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has not paid any Remuneration to the existing Directors and hence provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1)(i) to (xii), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be disclosed. AUDITORS:

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors) rules, 2014, Members of the Company appointed M/s. Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor of the Company for the financial year 2016 17 subject to ratification by the members every year in Annual General Meeting.

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Board of Directors recommends ratification of appointment of M/s. Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad, (Holding Membership No. 131876) as statutory auditor of the Company for FY 2017-18. Company has received a certificate regarding their eligibility for reappointment as Statutory Auditor of the Company pursuant to Section 139(1) of Companies Act 2013, read with rules framed there under. The Auditors’ report for financial year 2016-17 is self explanatory and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2016-17. A Secretarial Audit Report for FY 2016-17 is annexed herewith as Annexure A.

COST AUDITOR

Provisions of section 148 of Companies Act 2013 are not applicable to the Company and hence no disclosure is required to be made in this regard.

AUDIT AND RISK MANAGEMENT:

During the year, the Board reviewed the decision taken by it regarding the role of Risk Management being carried out by the Audit Committee and after detailed deliberation it was decided that the Audit Committee of the Board shall continue to play the role of Risk Management Committee and be called as Audit and Risk Management Committee unless otherwise decided by the Board.

COMPOSITION OF AUDIT COMMITTEE:

Name of Director Category of Directorship Ms. Jinen Shah Chairman – Independent Director Mr. Nikhil Joshi Member - Director Mr. Rakhi Patel Member - Director

VIGIL MECHANISM:

The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable to the Company. However Company has established whistle Blower Policy as matter of Good Governance. RISK MANAGEMENT POLICY:

The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 is not applicable to the Company, hence no Risk Management Committee is formulated. However the Board of Directors has developed and implemented Risk Management Policy for the Company. It has identified and assessed various risks factors, with potential impact on the Company in achieving its strategic objectives or may threaten its existence. The Policy lays down procedures for risk identification, assessment, monitoring, review and reporting. The Policy also lists the roles and responsibilities of Board and Risk Management Committee.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO: During the financial year 2016-17, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014. THE EXTRACTS OF ANNUAL RETURN: The extract of the Annual Return in Form MGT-9 is annexed as Annexure II to this Directors’ Report and forms part of Annual Report. SHARE CAPITAL:

During the year, the company has not issued, allotted any shares or securities.

CHANGE OF MANAGEMENT:

During the year, there has been no change of Management of the Company. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the year under review. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The Company has neither provided any Loans or guarantees nor has made any investment under Section 186 of the Companies Act 2013. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and up till the date of Report. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND: During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment. DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company’s operation in future. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace as per (Prevention, Prohibition and Redressal) Act, 2013. APPRECIATION AND ACKNOWLEDGMENT The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation. Place: Ahmedabad Date: 01st

September 2017

Reg. office: Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 CIN: L65910GJ1984PLC007459 (E) bostonleasing99@gmail.com (W) www.bostonleasingandfinance.com

By order of the Board For BOSTON LEASING AND FINANCE LIMITED

DIRECTOR

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Annexure A Jagdish Akhani J. Akhani & Associates CS, B.B.A. Company Secretaries Form No. MR – 3

Secretarial Audit Report For the Financial year ended on 31st

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2015]

March 2017

To The Members of Boston Leasing and Finance Limited Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 We were appointed by the Board of Directors of Boston Leasing and Finance Limited (herein after called the Company) to conduct Secretarial Audit of the Company for the Financial Year ended on 31st

March 2017.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Boston Leasing and Finance Limited hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Management’s Responsibility for Secretarial Compliances: The Company’s Management is responsible for preparation and maintenance of secretarial records and for devising proper systems to ensure compliance with the provisions of Laws and Regulations. Auditors Responsibility Our Responsibility is to express an opinion on secretarial records, standards and procedures, followed by the Company with respect to secretarial compliances. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion. Opinion We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company and for the financial year ended on 31st

March, 2017 according to provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

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(iv) Foreign Exchange Management Act 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. Not Applicable to the Company during Audit Period.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. Not Applicable to the Company during Audit Period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable to the Company during Audit Period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable to the Company during Audit Period.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable to the Company during Audit Period.

(vi) There are no other specific acts applicable to the Company. We have also examined compliance with following applicable clauses:

i) Secretarial Standard issued by Institute of Company Secretaries of India. ii) SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. There were no dissenting views on any matter by the members.

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We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company has no major events having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. Date: 01.09.2017 Place: Ahmedabad

For J Akhani & Associates Company Secretary

(COP 9179) (FCS 7540) Jagdish Akhani Proprietor

Note: This Report is to be read with Our Letter of even date which is annexed as Annexure A and forms an integral part of this Report.

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Annexure A

To The Members of Boston Leasing and Finance Limited Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001. Our Report of even date is to be read along with this Letter; 1. Maintenance of Secretarial Record is the responsibility of the management of the company. Our

responsibility is to express an opinion on Secretarial Records based on our Audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts

of the company. 4. Wherever required, we have obtained the Management Representation about the compliance of

laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of

the efficacy or effectiveness with which the management has conducted the affairs of the company. Place: Ahmedabad Date: 01.09.2017 J AKHANI & ASSOCAITES Company Secretaries Jagdish Akhani Proprietor (FCS 7540) (COP 9179)

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ANNEXURE B EXTRACT OF ANNUAL RETURN

As on the financial year ended 31st March, 2016 [Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014] 1. REGISTRATION AND OTHER DETAILS:

1) Name of Company Boston Leasing and Finance Limited 2) CIN: L65910GJ1984PLC007459 3) Date of Incorporation 03.12.1984 4) Category and Sub Category Public Non Government Company 5) Address of Registered office Boston Leasing and Finance Limited

Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 ((E) bostonleasing99@gmail.com (W) www.bostonleasingandfinance.com

6) Whether listed or not Yes. Bombay Stock Exchange Limited

7) Name, Address and contact details of Registrar to Issue and Share Transfer Agent

Accurate Securities and Registry Pvt. Ltd. 23, 3rd

(o) 079 – 69430071 -76

Floor, Sarthik Complex, Nr. Fun Republic, Satellite, Ahmadabad – 380015

Email id: accuratesecuritiesrta@gmail.com Website: www.accuratesecurities.com

2. PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are given below: Sr. No. Name and Description of main

product or services NIC Code of the Product / Services as per National Product Classification for Service Sectors 2010.

% of total turnover of the Company

1. Financial Leasing Services 99711400 100%

3. Particulars of Holding Subsidiary and Associate Companies Sr. No Name of

the Company

Address of the Company

CIN / GLN Holding / Subsidiary / Associate

% of shares held

Applicable Section

- - - - - - -

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4. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total equity) i) Category-wise Share Holding:

Category of Shareholder No. of Shares held at the beginning of the

year 01.04.2016 No. of Shares held at the end of the year

31.03.2017 % Change during the year

Demat Physical Total % of total shares

Demat Physical Total % of Total Shares

% Change during the year.

A. PROMOTER AND PROMOTER GROUP 1) INDIAN (a) Individual / HUF 0 49500 49500 0.72 0 0 0 0 (0.72) (b) Central Government (c) State Government (s) (d) Bodies Corporate 500000 0 500000 7.25 500000 0 500000 7.25 0.00 (e) Financial Institutions / Banks (f) Any Other Sub – Total A (1) 500000 49500 549500 7.96 500000 0 500000 7.25 (0.72) 2) FOREIGN a) Individuals (NRIs / Foreign Individuals) b) Other individuals c) Bodies Corporate d) Banks / FIs e) Any others

Sub Total A (2) Total Shareholding of Promoters A = A(1) + A(2)

500000 49500 549500 7.96 500000 0 500000 7.25 0.00

B. PUBLIC SHAREHOLDING 1) INSTITUTIONS a) Mutual Fund b) Banks / Financial Institutions c) State / Central Government d) Venture Capital Funds e) Insurance companies f) Foreign Institutional Investors g) Foreign Venture Capital Investors h) Others Sub Total B(1)

0 0 0 0 0 0 0 0 0

2) NON – INSTITUTION a) Bodies Corporate

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b) Individuals - Individual Shareholders holding nominal share

capital up to Rs. 1 Lac 0 427400 427400 6.19 859498 427400 1286898 18.65 12.46

- Individual Shareholders holding nominal share capital in excess of Rs. 1 Lac

5400000 523100 5923100 85.84 3727158 232000 3959158 57.37 (28.47)

c) Others - HUF - - - - 173640 - 173640 2.52 2.52 - Clearing Member - - - - 210662 - 210662 3.05 3.05 - Other Body Corporate - - - - 769642 - 769642 11.15 11.15 - Trust - - - - - - - - - Sub Total B (2) - - - - Total Public Shareholding B = B(1) + B(2) 5400000 950500 6350500 92.03 5740600 659400 6400000 92.75 0.71 C. SHARES HELD BY CUSTODIANS FOR ADR / GDR Grand Total (A + B+ C) 5900000 1000000 6900000 100.00 6240600 659400 6900000 100.00 0.00

ii) Share Holding by Promoters:

Shareholders’ Name No. of Shares held at the

beginning of the year 01.04.2016 No. of Shares held at the

beginning of the year 31.03.2017 % Change during the year

No. of shares

% of total shares of the Company

% of shares pledged to total shares

No. of shares

% of total shares of the Company

% of shares pledged to total shares

1. Janayash Desai 49500 0.72 - - - - (0.72) 2. Pioneer Merchantile Ltd 500000 7.25 - 500000 7.25 - 0.00

iii) Change in Promoters’ Shareholding:

Sr. No

Particulars Shareholding at the beginning of the year

Shareholding at the end of the year

No. of shares % of total shares of the Company

No. of Shares. % of total shares of the Company.

1 At the beginning of the year 549500 7.97 549500 7.97 2 Date wise increase or decrease in promoters

shareholding during the year specifying the reason for increase / decrease

(49,500) 0.72

3 At the end of the year 500,000 7.25 500000 7.25

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iv) Shareholding pattern of Top 10 Shareholders (other than Directors, Promoters and holders of ADR / GDRs)

Sr. No

Name of Shareholder Shareholding Increase / Decrease in Shareholding

Cumulative Shareholding

No. of shares at the beginning (01.04.2016)

% of shares of the company

Nos. of shares (as on 31.03.2017)

% of total shares of the company

1 Sunflower Broking Pvt. Ltd. 321552 4.66 (45048) 276504 4.01 2 Satish Khetan 200000 2.90 - 200000 2.90 3 Shah Investors Homes Limited - - 167837 167837 2.43 4 Sushilkumar Khetan 200000 2.90 (49,000) 151000 2.18 5 Rameshkumar Pooj 150000 2.17 - 150000 2.17 6 Vijay Chinubhai Shah 150000 2.17 - 150000 2.17 7 Alpaben Vijay Shah 150000 2.17 - 150000 2.17

8 Sanjaykumar Hiranand Gangwani

146360 2.12

(9000) 137360 1.99

9 Anurupa Nimish Vasa 150000 2.17 - 150000 2.17 10 Dilip Kantilal Bhansali 100000 1.45 - 100000 1.45

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No Name of Director and KMP Shareholding at the beginning of the

year 01.04.2016 Shareholding at the end of the year

31.03.2017 No. of shares % of total shares

of the Company No. of shares % of total shares

of the Company 1 Janayash Desai 49500 0.72 Sale of Shares (49500) 0.72 - -

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vi) Indebtedness of the Company including interest outstanding / accrued but not due for payment:

Sr. No

Particulars of Debt Secured Loans excluding Deposit

Unsecured Loans

Deposits Total indebtedness

1 Inter Corporate Loan - 45,15,000 - -

vii) Remuneration of Directors and Key Managerial Personnel: Company pays Annual Remuneration to Managing Director of the Company.

Name of Director Salary Perquisites Commission Total NILL ---------- --------- -----------

viii) Penalties / Punishment and Compounding of offences: NIL

Type Section of

Companies Act Brief Description Details of penalty

/ punishment/ compounding fees imposed

Authority Appeal made, if any.

- - - - - -

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MANAGEMENT DISCUSSION AND ANALYSIS

I.

ECONOMY

Leasing is a powerful product to provide Small and Medium Enterprises (SMEs) with much needed term-financing to invest in productive and logistic equipment. It enables SMEs to leverage an initial cash deposit with the inherent value of the asset being purchased acting as collateral. It is particularly effective in emerging economies where SMEs provide strong growth and employment opportunities, but lack access to term financing due to a limited development of capital markets and banking sector. Leasing is a form of access to finance, and is a contract between two parties where one party (the Lessor) provides an asset for use to another party (the lessee) for specific period of time in return for specified payments. Leasing is based on the proposition that income is earned through the use of assets rather than from their ownership, focusing on the lessee’s ability to generate cash flow from business operations to service the lease payment rather than on the balance sheet or on past credit history. Over view of Company’s Business during the year

:

The total income of the Company for the financial year 2016 17 was at Rs. 18.46 Lacs compared to Rs.16.59 lacs during the previous year. The Company has earned the profit of Rs. 1.64 Lacs during the year as against a profit of Rs. 7.70 lacs for the previous year. The Company expects to earn increased revenues in the near future.

Opportunities And Threats

SWOT Analysis

STRENGTHS • Diversified product portfolio • Experienced management team • Scalable business model • Excellent customer service

WEAKNESS • Not enough penetration in market. • Strength of the staff.

OPPORTUNITIES • Growth Potential • Potential to provide other value added services • Increased disposable income of middle-class

THREATS • Increased competition • Economic factors leading to recession • Volatility in markets likely to affect

revenues and increase the cost of capital

Adequacy Of Internal Control System

Our Company has built adequate systems of internal controls towards achieving efficiency and effectiveness in operations, optimum utilization of resources, and effective monitoring thereof as well as compliance with all applicable laws The internal control mechanism comprises a well-defined organization structure, documented policy guidelines, predetermined authority levels and processes commensurate with the level of responsibility. 26

Human Resources

Our Company continues to lay great stress on its most valuable resource -people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the customer of the company.

Cautionary Statement

The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management. Statement in this report of the Company's objective, estimates, exceptions, and predictions are forward looking statements subject to the applicable laws and regulations. The statements may be subjected to certain risks and uncertainties. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

REPORT ON CORPORATE GOVERNANCE

I.

Company’s Philosophy on Code of Governance:

The Company is committed to good corporate governance, envisages Commitment of the Company towards the attainment of high level of transparency, accountability and business propriety with the ultimate objective of increasing long terms shareholders value, keeping in view the needs and interest of all the stakeholders. The Company is in compliance with the requirements stipulated under regulation 17 to 27 of SEBI (LODR) Regulations, as applicable, with regard to corporate governance. II.

Board of Directors and Composition:

The Company is committed to good corporate governance, envisages Commitment of the Company towards the attainment of high level of transparency, accountability and business propriety with the ultimate objective of increasing long terms shareholders value, keeping in view the needs and interest of all the stakeholders. The provisions of Regulation 17 to 27 of SEBI (LODR) Regulation 2015 are not applicable to the Company as the Net Worth of the Company was less than INR 25 Crores and the Capital of the Company was less than INR 10 Crores during the year 2016 17. III.

Board of Directors and Composition:

During the year the board of the Company is composed of Young experienced Business Directors. The composition of the Board is in conformity with provisions of Section 149 of the Act. As on 31st

March, 2017, the Board comprised of 4 Directors, who brings in a wide range of skills and experience to the Board. The Chairman is Non Executive Director and the number of Independent Directors are two(2) only.

During the year, Six Board Meetings were held. The dates on which the meeting held were as follows: 30.05.2016, 13.08.2016, 01.09.2016, 22.09.2016, 14.11.2016 and 14.02.2017

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None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI (LODR) Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as Mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations read with Section 149(6) of the Act. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other Listed companies as on March 31, 2017 are given herein below. Composition of Board and attendance record:

Sr. No

Name of Director Designation

Attendance Particulars

Total Nos. of other Directorship and

Membership BM AGM Directorship Memberships 1 Janayash Desai D 2 1 1 1 2 Jinen Shah NED 5 1 1 1 3 Rakhiben Patel ID 6 1 1 1 4 Nikhil Joshi ID 6 1 - -

D –Director, NED – Non Executive Director, ID – Independent Director. Note -Directorships in Foreign Body Corporate, Private Limited Companies, section 8 companies and

Associations are excluded. IV.

Audit and risk management Committee:

The Audit Committee is constituted in line with the Provision of Regulation 18 of SEBI (LODR) Regulations, 2015 read with Section 177 of the Act. The Audit Committee met 4 times on 30.05.2016, 13.08.2016, 14.11.2016 and 14.02.2017 and statutory auditors also attended the meeting and attendance of the members was as under; Composition and Attendance of Audit Committee: Name of Members Designation 30.05.2016 13.08.2016 14.11.2016 14.02.2017 Mr. Jinen Shah

Chairman √ √ √ √

Mrs. Rakhiben Patel

Member √ √ √ √

Mr. Nikhil Joshi

Member √ √ √ √

V. Nomination Remuneration Committee: The Remuneration Committee met twice during the year on 25th May, 2016 and 9th February, 2017. The nomination and remuneration committee of the Company is constituted in line with the

28

provisions of Regulation 19 of SEBI (LODR) Regulations, read with Section 178 of the Act. The constitution of the committee and the attendance of each member during the year is as given below:

Name of Members of Nomination Committee Designation 25.05.16 09.02.17

Mr. Jinen Shah Chairman √ √ Mr. Nikhil Joshi Member √ √ Mr. Rakhi Patel Member √ √

The terms of reference of the ‘Remuneration Committee’ are as follows: 1. To determine on behalf of the Board and on behalf of the Shareholders the Company’s policy on

specific remuneration packages for Executive Directors including pension rights and any compensation payment.

2. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

3. To carry out the evaluation of every Director. 4. To evaluate the criteria for evaluation of Independent Directors and the Board. During the year no remuneration paid to executive director and there is no sitting fees paid to Non – Executive Directors for attending Board and Committee Meetings. VI. Stakeholders Relationship Committee: The stakeholders’ relationship committee is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations read with section 178 of the Act. The Stakeholders Relationship Committee met twice during the financial year. The details of the meeting attended by the Directors are as given below: Name of the Director Category of

Directorship Chair Person /

Member No of meetings attended as a

member. Mr. Jinen Shah NED Chair Person 2 Mr. Nikhil Joshi ID Member 2 Mr. Rakhi Patel ID Member 2 The terms of reference of the committee are inter alia as follows: (a) Review the reports submitted by the Registrars and Share Transfer Agents of the Company at half yearly intervals. (b) Investor relations and redressal of shareholders grievances including relating to non-receipt of dividend, Annual Report, non – receipt of shares etc. (c) Oversee the performance of the Registrars and Share Transfer Agents of the Company. There are no Shareholder’s complaints pending with the Company.

29

Independent Directors’ Meeting: A separate meeting of independent directors was held on 11th

July 2016 under the chairmanship of Mr. Nikhil Joshi, to review the performance of Non Independent Directors, the Board and its’ chairperson and assess the quality, quantity and timeliness of flow of information about the Company Management and the Board. Details of attendance of the Directors at the said meeting are:

Name of Director Designation No of meeting attended Rakhi Patel Independent Director 1 Nikhil Joshi Independent Director 1 VII. General Body Meetings:

Details of AGMs of the company held during the last three years are given below:

Meeting Date Time Venue Nos. of resolution

passed. 32nd

AGM 30.09.2016 10.00AM Registered office. 2 Ordinary Business

31st 30.09.2015 AGM 10.00AM Registered office. 3 Ordinary Business 3 Special Business

30th 30.09.2014 AGM 10.00AM Registered office. 3 Ordinary Business 5 Special Business

VIII. Disclosures:

1.1 There were no materially significant related party transactions i.e. transaction of the Company of material nature with its Promoters, Directors or the Management or their relatives etc. that would conflict with the interests of the Company. 1.2 The Company has Whistle Blower Policy (WBP) in line with Regulation 22 of the SEBI (LODR) Regulations, 2015. The Company affirms that no employee has been denied access to the Audit Committee. 1.3 All mandatory requirements as per SEBI (LODR) Regulations, 2015 have been complied with by the Company. 1.4 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India and there are no statutory audit qualifications in this regard. 1.5 In terms of SEBI (LODR) Regulations, 2015 the person heading the finance function has made a certification to the Board of Directors in the prescribed format for the year under review which has been reviewed by the Audit Committee and taken on record by the Board. Code of Business Conduct

The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Company has revised its’ Code of Business Conduct inter-alia to include the Independent Directors under the purview of the Code of Business Conduct in accordance with the provisions of the Act and Listing Agreement. The Code of Business Conduct has also been posted on the official website of the Company www.bostonleasingandfinance.com. In compliance with the Code,

30

Directors and Senior Management of the Company have affirmed their compliance with the Code for the year under review. A declaration to this effect signed by the Director forms part of this annual report.

IX. Means of Communication:

During the year, quarterly unaudited financial results with Limited Review Report and annual audited financial results of the Company with Auditors’ Report thereon were submitted to the stock exchanges upon their approval by the Board of Directors. The Company publishes its’ financial results in two daily newspapers having wider circulation. The Company’s official website, also displays the official news releases of relevance and presentations for investors, in addition to the financial results.

The Company will be sending soft copies of Annual Report for the FY 2016-17 to those shareholders whose email IDs are registered with the Depository Participants (DPs) and / or with the Company’s Registrar and Share Transfer Agent, unless they have opted for a physical copy, to support the “Green Initiative in Corporate Governance”, an initiative taken by the Ministry of Corporate Affairs. X. General Shareholder Information:

a) Annual General Meeting Details

33rd

Annual General Meeting

Date : 30/09/2017, Saturday. Time : 10.00 a.m.

Venue : 4, Ellora Comm. Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad – 380001

b) Financial Year [Tentative]: Financial year : 01/04/2017 to 31/03/ 2018. - Results for the quarter ending on June 30, 2016 : Second week of August, 2017.

- Results for the quarter ending on September 30, 2016 : Second week of November, 2017. - Results for the quarter ending on December 31, 2016 : Second week of February, 2018. - Results for the quarter ending on March 31, 2017 : Last week of May, 2018.

c) Date of Book closure: The Share Transfer Books of the Company shall remain closed from 26th September 2017 to 30th

September 2017. (Both the days inclusive.)

d) Dividend Payment Date: The Board of Directors does not recommend any Dividend.

e) Listing on Stock Exchanges:

1) The Stock Exchange, Mumbai – 539274

Annual Listing Fees to BSE Ltd have been paid on time. The Company has established Demat Connectivity with NSDL and CDSL both. ISIN – INE962P01011. 31

f) Market Price Data and Performance: (2016-17)

Month BSE Limited

High (In Rs. Per share) Low (In Rs. Per share) April 2016 18.25 18.05 May 2016 18.25 18.25 June 2016 18.65 17.95 July 2016 25.00 18.25 Aug 2016 26.20 23.75 Sept 2016 25.00 24.00 Oct 2016 29.75 24.90 Nov 2016 31.05 27.00 Dec 2016 29.75 24.90 Jan 2017 43.55 32.70 Feb 2017 46.30 39.10 Mar 2017 43.60 29.65

Trading in the securities of the Company commenced after the month of September 2015, hence no data pertaining to earlier period has been disclosed. Distribution of Shareholding as on 31st

March 2017.

By size of shareholding: Nos. of shares Nos. of

shareholders % of shareholders

Nos. of shares % of shareholding

Up to 5000 5001 to 10000 10001 to 20000 20001 to 30000 30001 to 40000 40001 to 50000 50001 to 100000 100001 to 500000 Total By Category of shareholders Sr. No Category Nos. of

Shares % of Capital Nos. of

Shareholders % of Shareholders

1 Individual 2 Bodies Corporate 3 Promoter 4 Nationalized Banks 5 Hindu Undivided Family 69,00,000 100.00% 2075 100 32

Dematerialization of shares and liquidity Equity shares of the Company can be traded in dematerialized form by the investors. The Company has established connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Demat security (ISIN) code for the equity shares is INE962P01011. Outstanding GDRs / ADRs / Warrants and other convertible instruments etc. The Company has not issued any ADR, GDR or convertible instruments till date. Registered office and Correspondence Address: The stakeholders may approach the company on: Boston Leasing and Finance Limited Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 Email id: bostonleasing99@gmail.com website: www.bostonleasingandfinance.com Registrar & Transfer Agents: The Company has appointed Registrar & Transfer Agent. All the share transfer related work is being carried out by the Registrar & Transfer Agent. The details of Registrar and Share Transfer Agent are as under:

Accurate Securities and Registry Pvt. Ltd. 23, 3rd

Nr. Fun Republic, Satellite, Floor, Sarthik Complex,

Ahmadabad – 380015 (o) 079 – 69430071 -76 Email id: accuratesecuritiesrta@gmail.com Website: www.accuratesecurities.com

Place: Ahmedabad Date: 01.09.2017 Reg. office: Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001

CIN: L65910GJ1984PLC007459 (E) bostonleasing99@gmail.com (W) www.bostonleasingandfinance.com

By order of the Board For BOSTON LEASING AND FINANCE LIMITED

DIRECTOR

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Independent Auditor’s Report

To the Members of BOSTON LEASING AND FINANCE LIMITED

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of BOSTON LEASING AND FINANCE LIMITED (‘the Company’), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”).

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial

34

statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its Profit and its Cash Flow for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended,

issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on 31st March,

2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting

of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

35

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its

financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 12A to the standalone Ind AS financial statements.

For, Arpan Chudgar & Associates Place: Ahmedabad Chartered Accountants Date: 30.05.2017 FRN: 133877W CA. Arpan Chudgar Proprietor M. No.: 131876

36

“Annexure A” to the Independent Auditors’ Report of BOSTON LEASING AND FINANCE LIMITED Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report of even date to the financial statements of the Company for the year ended 31st March, 2017: 1) (a) & (b) In Our opinion and according to the information and explanations given to us,

the Company does not have any Fixed Assets. Accordingly, these clauses are not applicable to the Company.

2) (a) The physical verification of the inventories has been conducted at reasonable interval by the management.

(b) The procedures of physical verification of inventories followed by the

management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventory and no material discrepancies were noticed on such physical verification and the same have been properly dealt with in the books of accounts.

3) (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’).

(b) In view of our comments in (a) above, no further comments are warranted on receipt of principal amount and rate of interest on such loan.

(c) In view of our comments in (a) above, no further comments are warranted on overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives

issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the

Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our

examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of

37

Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at 31st March, 2017 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations

given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of Clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations

given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of

clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations

given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations

given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

38

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For, Arpan Chudgar & Associates Place: Ahmedabad Chartered Accountants Date: 30.05.2017 FRN: 133877W CA. Arpan Chudgar Proprietor M. No.: 131876

39

“Annexure B” to the Independent Auditor’s Report of even date on the Financial Statements of BOSTON LEASING AND FINANCE LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Boston Leasing and Finance Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting” criteria established by the Company considering the essential components of internal control stated in the Guidance Note on “Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

40

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. For, Arpan Chudgar & Associates Place: Ahmedabad Chartered Accountants Date: 30.05.2017 FRN: 133877W CA. Arpan Chudgar Proprietor M. No.: 131876

41

Note No. As On 31st March,

2017 As On 31st March,

2016 I EQUITY AND LIABILITIES1 Shareholders' funds

(a) Share Capital 2 69,000,000.00 69,000,000.00 (b) Reserves and Surplus 3 2,461,992.00 2,297,095.00 (c) Money received against share warrants - -

71,461,992.00 71,297,095.00 2 Share application money pending allotment

(To the extent not refundable) - - - -

3 Non- current liabilities(a) Long-term borrowings 4 4,515,000.00 - (b) Deferred Tax liabilities (Net) - - (c) Other Long term liabilities - - (d) Long-term Provisions - -

4,515,000.00 - 4 Current Liabilities

(a) Short term borrowings - - (b) Trade payables 5 - - (c) Other current liabilities 6 600,095.00 584,035.00 (d) Short term provisions 7 40,000.00 25,000.00

640,095.00 609,035.00

TOTAL 76,617,087.00 71,906,130.00 II ASSETS1 Non-current assets

(a) Fixed assets - - (i) Tangible assets - - (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -

(b) Non-current investments 8 2,938,742.00 2,938,742.00 (c) Deferred tax assets (net) - - (d) Long-term loans and advances 9 73,639,473.00 68,691,907.00 (e) Other non-current assets - -

76,578,215.00 71,630,649.00 2 Current assets

(a) Current investments - - (b) Inventories - - (c) Trade receivables - - (d) Cash and Bank Balances 10 19,842.00 92,550.00 (e) Short-term loans and advances - (f) Other current assets 11 19,030.00 182,931.00

38,872.00 275,481.00

TOTAL 76,617,087.00 71,906,130.00 1 to 16

Schedule referred to above and notes attached there to form an integral part of Profit and Loss StatementAs per our Separate Report of even date annexed

For Arpan Chudgar & Associates For and on behalf of the Board of DirectorsChartered AccountantsFRN: 133877W

CA. Arpan ChudgarProprietor Director DirectorM. No.: 131876Date: 30.05.2017 Date: 30.05.2017 Date: 30.05.2017Place: Ahmedabad Place: Ahmedabad Place: Ahmedabad

Significant Accounting Policies and Notes on Financial Statements

CIN - L65910GJ1984PLC007459

PARTICULARS

BOSTON LEASING AND FINANCE LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2017

42

I Revenue from operations:Sale of Services 13 1,846,440.00 1,659,114.00 Other Operating RevenuesLess: Excise Duty - -

II Other Income 14 60,000.00 Total Revenue (I + II) 1,846,440.00 1,719,114.00

III ExpensesCost of Materials Consumed - - Purchases of Stock in Trade - - Changes in inventories of finished goods, work in progress and Stock-in- trade - - Employee benefits expense 15 85,000.00 112,000.00 Finance Costs 16 73,386.00 911.00 Depreciation and amortization expense - - Other expense 17 1,523,157.00 724,037.00 Total Expense 1,681,543.00 836,948.00

IV Profit before exceptional and extraordinary items and tax 164,897.00 882,166.00 V Exceptional Items - - VI Profit before extraordinary items and tax 164,897.00 882,166.00 VII Extraordinary items - - VIII Profit before tax 164,897.00 882,166.00 IX Tax expense:

(1) Current tax - 111,895.00 (2) Deferred tax - -

X Profit / (Loss) After Taxes 164,897.00 770,271.00 XI Profit / (Loss) For The Year 164,897.00 770,271.00

XII Profit/(Loss) for the period from discontinuing operations - - XIII Tax expense of discontinuing operations - - XIV Profit/(Loss) from discontinuing operations (after tax) - - XV Profit/(Loss) for the period 164,897.00 770,271.00 XVI Earnings per equity share:

Profit After Tax attributable to Equity Shareholders 164,897.00 770,271.00 Number of Equity Shares 6,900,000.00 6,900,000.00 Basic Earning Per Share 0.02 0.11 Diluted Earning Per Share 0.02 0.11

1 to 16Schedule referred to above and notes attached there to form an integral part of Profit and Loss StatementAs per our Separate Report of even date annexed

For Arpan Chudgar & Associates For and on behalf of the Board of DirectorsChartered AccountantsFRN: 133877W

CA. Arpan ChudgarProprietor Director DirectorM. No.: 131876Date: 30.05.2017 Date: 30.05.2017 Date: 30.05.2017Place: Ahmedabad Place: Ahmedabad Place: Ahmedabad

Significant Accounting Policies and Notes on Financial Statements

BOSTON LEASING AND FINANCE LIMITEDCIN - L65910GJ1984PLC007459

PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED ON 31ST MARCH, 2017

Note No. For the Year Ending

31st March, 2017 For the Year Ending

31st March, 2016 PARTICULARS

43

Amount Rs. Amount Rs. Amount Rs. Amount Rs.

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit as per P&L a/c 164,897.00 882,166.00 Adjustments for:Depreciation - - Operating Profit before Working Capital Changes 164,897.00 164,897.00 882,166.00 882,166.00 Adjustments for:Decrease/(Increase) in Trade Receivable - Decrease/(Increase) in Current Asset 163,901.00 71,000.00 Decrease/(Increase) in Non-Current Assets (4,947,566.00) 56,007.00 Increase/(Decrease) in Current Liability 16,060.00 (932,076.00) Increase/(Decrease) in Short Term Provisions 15,000.00 187,476.00 Increase/(Decrease) in Trade Payable - (4,752,605.00) (94,386.00) (711,979.00) Cash generated from operations (4,587,708.00) 170,187.00 Income Tax paid - 111,895.00 Net Cash flow from Operating activities (4,587,708.00) 58,292.00

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets - -

Net Cash used in Investing activities - -

C CASH FLOW FROM FINANCING ACTIVITIES - - Amount received towards Share application - - Repayment of Secured Loans - - Loans Taken During The year 4,515,000.00 - Proceeds from issue of share capital - - Net Cash used in financing activities 4,515,000.00 -

Net increase/(decrease) in cash & Cash Equivalents (72,708.00) 58,292.00

D Cash and Cash equivalents at the beginning of the period 92,550.00 34,258.00 E Cash and Cash equivalents as the closing of the period 19,842.00 92,550.00

Net Increase/(Decrease) In Cash & Cash Equivalents (72,708.00) 58,292.00

For Arpan Chudgar & Associates For and on behalf of the Board of DirectorsChartered AccountantsFRN: 133877W

CA. Arpan ChudgarProprietor Director DirectorM. No.: 131876 Date: 30.05.2017 Date: 30.05.2017 Date: 30.05.2017Place: Ahmedabad Place: Ahmedabad Place: Ahmedabad

Particulars

BOSTON LEASING AND FINANCE LIMITEDCIN - L65910GJ1984PLC007459

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 For the Year Ending 31st March, 2017 For the Year Ending 31st March, 2016

44

2 Share Capital

Number Amount Number Amount

Authorised Capital70,00,000 Equity Shares of Rs. 10/- each 7,000,000.00 70,000,000.00 7,000,000.00 70,000,000.00

Issued, Subscribed And Paid Up Capital69,00,000 Equity Shares of Rs. 10/- each fully paid-up. 6,900,000.00 69,000,000.00 6,900,000.00 69,000,000.00

TOTAL 6,900,000.00 69,000,000.00 6,900,000.00 69,000,000.00

2(i) Reconciliation Of The Number Of Shares Outstanding At The Beginning And At The End Of The Year

Number Amount Number Amount

Equity SharesAt The Beginning Of The Year 6,900,000.00 69,000,000.00 6,900,000.00 69,000,000.00 Issued During The Year - - Redeemed or brought back during the periodOutstanding At The End Of The Year 6,900,000.00 69,000,000.00 6,900,000.00 69,000,000.00

Right,Preference and Restriction attached to Share

2(ii) Details Of The Shares Of The Company Held By Each Shareholder Holding More Than 5% Shares

Number of Shares hold

% of Holding Number of Shares hold

% of Holding

Pioneer Mercantile Ltd 500,000 7.25 500,000 7.25%

TOTAL 500,000 7 500,000 7.25%

BOSTON LEASING AND FINANCE LIMITEDCIN - L65910GJ1984PLC007459

Notes Forming Part of the Financial Statements for the Year Ended 31st Mar, 2017

PARTICULARSAs On 31st March,2017 As On 31st March,2016

The Company has only one class of Equity Share having a par value Rs. 10.00 per Share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidition, the Equity shareholders are eligible to receive the remaining assets of thecompany after distribution of all preferential amounts, in proportion to their shareholding.

Name of the Share HolderAs On 31st March,2017 As On 31st March,2016

PARTICULARSAs On 31st March,2017 As On 31st March,2016

45

3 RESERVES AND SURPLUS

Capital ReserveOpening Balance 969,052.00 969,052.00 Add : Transfer from Profit and Loss Account - - Less : Appropriations - - Closing Balance 969,052.00 969,052.00 Profit and Loss AccountOpening Balance 1,328,043.00 557,772.00 Add: Profit During The Year 164,897.00 770,271.00 Less: Proposed Dividend (Incl .Tax) - -

Transfer to Reserves - - Transferred to Provision A/c - -

Closing Balance 1,492,940.00 1,328,043.00

TOTAL 2,461,992.00 2,297,095.00

4 LONG TERM BORROWINGS

UNSECURED LOANSApple Hard Soft Marketing 3,240,000.00 - Dhanvarsha Finvest Ltd 1,120,000.00 - Leading Leasing Finance and Investment Company Ltd 155,000.00 -

TOTAL 4,515,000.00 -

5 TRADE PAYABLES

Trade Payables For Expenses - -

TOTAL - -

6 OTHER CURRENT LIABILITIES

J Akhani Associates 588,095.00 548,035.00 Rent Payable 12,000.00 - Unpaid Salary - 16,000.00 Certificate Fees - 20,000.00

TOTAL 600,095.00 584,035.00

7 SHORT TERM PROVISIONS

Provision For Audit Fees 40,000.00 25,000.00 TOTAL 40,000.00 25,000.00

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

BOSTON LEASING AND FINANCE LIMITEDCIN - L65910GJ1984PLC007459

Notes Forming Part of the Financial Statements for the Year Ended 31st Mar, 2017

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

46

8 NON-CURRENT INVESTMENTS

(All Quoted unless otherwise Specified)Investments in Shares 2,938,742.00 2,938,742.00

TOTAL 2,938,742.00 2,938,742.00

9 LONG TERM LOANS AND ADVANCES

Unsecured Considered Good:Advanced Energy Systems PVT Ltd. 1,032,795.00 - Arjun Leasing and Finance 3,037,000.00 - Froid Finance and Investment 3,061,126.00 - Highland Finance 2,023,000.00 - Jagdish Akhani 931,000.00 - Jay Majethia 3,000,000.00 3,000,000.00 Laxmi Infraspace - 6,609,784.00 Nikhil Majethia 2,500,000.00 2,500,000.00 Rashmin Majethia 1,600,000.00 1,600,000.00 S J Infratech Pvt Ltd 42,045,920.00 33,952,920.00 Vardhman Infracon 13,642,114.00 13,142,937.00 Balance with Statutory Authorities 148,476.00 148,476.00 Loans and Advances to Related Parties - 7,119,748.00 Other Loans and Advances to the Members 618,042.00 618,042.00

TOTAL 73,639,473.00 68,691,907.00

10 CASH AND BANK BALANCES

Cash and Cash EquivalentsCash on Hand 4,042.00 67,685.00 Balance with Banks 15,800.00 24,865.00

TOTAL 19,842.00 92,550.00

10A Disclosure on Specified Bank Notes post Demonetization

Particulars SBNs Other Denominations

Notes Total

Closing Cash in Hand as on 08.11.2016 - 173.00 173.00 (+) Permitted Receipts - 29,748.00 29,748.00 (-) Permitted Payments - (15,939.00) (15,939.00) (-) Amount Deposited in Banks - - - Closing Cash in Hand as on 30.12.2016 - 13,982.00 13,982.00

11 OTHER CURRENT ASSETS

TDS FY 2013-14 - 26,243.00 TDS FY 2015-16 19,030.00 156,688.00

TOTAL 19,030.00 182,931.00

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

47

12 REVENUE FROM OPERATION

Advisory Income - 92,230.00 Interest Income 1,846,440.00 1,566,884.00

TOTAL 1,846,440.00 1,659,114.00

13 OTHER INCOME

Miscellaneous Income - 60,000.00 TOTAL - 60,000.00

14 EMPLOYEE BENEFITS EXPENSES

EMPLOYEE BENEFITS EXPENSES 85,000.00 112,000.00 TOTAL 85,000.00 112,000.00

15 FINANCE COSTS

Bank Charges 3,386.00 911.00 Interest Expense 70,000.00 -

TOTAL 73,386.00 911.00

16 OTHER EXPENSES

Audit Fees 15,000.00 15,000.00 Rent Expenses 27,000.00 30,000.00 Website Development - 2,000.00 Interest Charges for Tax - 74.00 Miscellaneous Expense 20.00 - Listing Fee ASE and BSE 1,241,280.00 443,775.00 Postage Expenses 7,990.00 - Demate Charges 52,163.00 37,448.00 CDSL Fees - 25,763.00 Assets Written Off - 120.00 Office Expenses 38,044.00 36,329.00 Stationary & Printing Expenses 34,632.00 12,375.00 ROC Expenses 9,060.00 21,000.00 Publication Expenses 16,000.00 - Certification Fee 6,000.00 20,000.00 Professional Fees 25,000.00 43,425.00 Sundry Balances Written Off 26,243.00 - RTA Fees 24,725.00 36,728.00

TOTAL 1,523,157.00 724,037.00

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

Particulars For the year 31st

March, 2017 For the year 31st

March, 2016

48

NOTE '00' FIXED ASSETS

COST ADDITION ADJ. TOTAL COST DEPRECIATION ADDITION DEP TOTAL AS AT AS ATSR. DESCRIPTION AS ON DURING DURING AS AT AS AT DURING ADJ. DEPRE. AS 31.03.2017 31.03.2016NO. OF ASSETS 01.04.2016 THE YEAR THE YEAR 31.03.2017 01.04.2016 THE YEAR AT 31.03.2017

Tangible Assets:1 LAND - - - - - - - - - -

- Lease Hold- Free Hold

2 BUILDING - - - - - - - - - -

3 PLANT AND EQUIPMENT - - - - - - - - - -

4 FURNITURE AND FIXTURES - - - - - - - - - -

5 VEHICLES - - - - - - - - - -

6 OFICE EQUIPMENT - - - - - - - - - - - - - - - - - - - -

7 OTHERS (SPECIFY NATURE) - - - - - - - - - -

Intangible Assets:6 Goodwill - - - - - - - - - -

- - - - - - - - - - 7 Softwares - - - - - - - - - -

TOTAL RS. - - - - - - - - - - CWIP - - - - - - - - PREVIOUS YEAR RS. - - - - - - - - - -

GROSS BLOCK DEPRECIATION NET BLOCK

49

BOSTON LEASING AND FINANCE LIMITED

Notes to financial statements for the year ended 31St

March, 2017

CORPORATE INFORMATION: BOSTON LEASING AND FINANCE LIMITED is a Public Limited Company incorporated under the Companies Act, 1956. The company is engaged in Leasing and Finance Business. Note 16: SIGNIFICANT ACCOUNTING POLICIES:

I) BASIS OF PREPARATION: The Financial statements are prepared under the historical cost convention and on the basis of going concern and in accordance with the Generally Accepted Accounting Principles (GAAP) in India and applicable provisions of the Companies Act,1956 as amended including the disclosure requirements under Companies(Accounting Standards) Rules,2006. All expenses and income to the extent considered payable and receivable respectively, except stated otherwise have been accounted for on accrual basis.

II) USE OF ESTIMATES: The preparation of financial statements require estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized. III) REVENUE RECOGNITION:

All known income and expenditure quantifiable till the date of finalization of accounts are accounted on accrual basis when virtual certainty is established.

Interest and Other incomes are recognized on accrual basis, on time proportional basis, taking into account the amount outstanding and applicable rate.

IV) EXPENSES: All major items of expenses are accounted for on accrual basis and necessary provisions for the same are made on a prudent basis.

V) FIXED ASSETS & DEPRECIATION: There are no fixed assets hence, Depreciation has not been provided. VI) INVESTMENTS: Investments are generally valued as their acquisition cost. Provision for diminution in value is made whenever necessary. i) The Physical verification of the shares, records and contract for purchase of shares could not be

verified at the time our Audit.

50

ii) As per the information and explanations given to us, the value of quoted/unquoted shares could not be determined as the said procedure is in progress. As and when, the same is made available to us; we will be incorporating the same in forthcoming Annual Accounts.

VII) TAXES ON INCOME: Current income tax expense comprises taxes on income from operations in India only. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Minimum alternative tax (MAT) provisions are applicable to the company however MAT is not payable by the Company for the reporting period. Deferred tax expense or benefit is recognized on timing differences being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognized only to the extent that there is virtual certainty that sufficient future taxable income will be available to realize such assets. In other situations, deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realize these assets. The Company offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws.

IX) IMPAIRMENT OF ASSETS:

An asset is treated as impaired when the carrying cost of that asset exceeds its recoverable value.

The company assesses at each reporting date whether there is any indication that the asset may be treated as impaired. If such indication exists, then the company provides for the impairment losses in the Statement of Profit and Loss in accordance with Accounting Standard-28: “Impairment of Assets”. There are no assets that are impaired as on the reporting date as per company’s assessment. X) EARNINGS PER SHARE: The Earnings Per Share (EPS) is calculated by dividing the net profit or loss attributable to the equity shareholders by weighted average number of equity shares outstanding at the end of the year. The weighted average number of Equity Shares is arrived at after taking into consideration the bonus issue, rights issue, buy back etc. if any, during the year. XI) PROVISIONS AND CONTINGENT LIABILITIES: A provision is recognized when the company has a present obligation as a result of past events and it is probable that the outflow of resources embodying economic benefits will occur to settle that obligation. The company recognizes the provision on the basis of best available estimates. These estimates are reviewed at each reporting date to reflect the current situation.

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Contingent Liabilities and Contingent Assets are neither recognised nor disclosed in the financial statements but are shown by way of a note to the Financial Statements. XII) CASH AND CASH EQUIVALENTS: The Company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturities of three months or less from the date of purchase, to be cash equivalents. XIII) DISCLOSURE ON SPECIFIED BANK NOTES POST DEMONETIZATION The IG on Auditor's Report under Rule 11(d) of the Companies (Audit and Auditors) Amendment Rules, 2017 and Amendment to Schedule III to the Companies Act, 2013 issued by the ICAI dated 15 April, 2017. The Auditor is required to disclose the Specified Bank Notes deposited by the Company during post Demonetization period i.e from 8th Nov, 2016 to 31st Dec, 2016. The same has been disclosed in Note 10A of Financial Statements.

NOTES FORMING PART OF ACCOUNTS: 1) Notes 1 to 26 forms the integrated part of the Balance Sheet as at 31st

March, 2017 and Profit and Loss Account for the year ending on that date.

2) Estimated amount of contracts remaining to be executed on Capital Account Rs. NIL (Previous Year Rs.NIL).

3) In the opinion of Board of Directors, the current assets are approximately of the value stated if

realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

4) Balances of Unsecured Depositors and Sundry Debtors are subject to confirmation from

respective parties. Provision for doubtful debts if any, in respect of above and the consequential adjustment, if any arising out of reconciliation is unascertainable at this stage.

5) Earning/Expenditure in Foreign Currency- Rs. NIL (Previous Year Rs. NIL)

6) Previous Year’s figures have been re-grouped and re-arranged wherever necessary so as to

confirm to current year grouping.

For, Boston Leasing and Finance Limited For, Arpan Chudgar & Associates Chartered Accountants FRN: 133877W

Director Director CA. Arpan Chudgar

Proprietor M. No.: 131876

Place: Ahmedabad Place: Ahmedabad Date: 30.05.2017 Date: 30.05.2017

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BOSTON LEASING AND FINANCE LIMITED Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 Email id: bostonleasing99@gmail.com Website: www.bostonleasingandfinance.com CIN: L65910GJ1984PLC007459

33rd Annual General Meeting – 30th

ATTENDENCE SLIP September 2017

This attendance slip duly filled in is to be handed over at the entrance of the meeting hall. For Demat Shares For physical Shares DP ID: Regd. Folio No: Client ID: Nos. of shares held:

Full Name of the Member attending: ______________________________________________________________________________ Name of the proxy: _________________________________________________________________________________________________ (To be filled in if proxy has been duly deposited with the Company)

I, hereby record my presence at the 33rd Annual General Meeting of the company to be held on Wednesday, 30th

Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001. September 2017 at 10.00 a.m. at Shop No. 4, Ellora Commercial Shopping Centre,

_____________________________________________ (Members’ / Proxy’s signature) (To be signed at the time of handing over this slip) *Persons attending the Annual General Meeting are required to bring their Annual Report.

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BOSTON LEASING AND FINANCE LIMITED Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 Email id: bostonleasing99@gmail.com Website: www.bostonleasingandfinance.com CIN: L65910GJ1984PLC007459

33rd Annual General Meeting – 30th

PROXY FORM September 2017

[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s): ______________________________________________________________________________________ Registered address: ______________________________________________________________________________________ E-mail Id: ______________________________________________________________________________________ Folio No. / Client Id: ______________________________________________________________________________________ DP Id: _______________________________________________________________________________________

I/ We, being the member of _____________ Equity shares of Boston Leasing and Finance Limited, hereby appoint: Name: Email id:

Address: Signature:

Or failing him / her

Name: Email id:

Address: Signature:

Or failing him / her

Name: Email id:

Address: Signature:

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting of the Company, to be held on the Saturday, 30th

September, 2017 at 10.00 a.m. at Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

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Sr. No Resolution Vote – Refer Note 4 ORDINARY BUSINESS For Against Abstain 1 Adoption of the Financial Statements of the Company and

reports of the Auditors and the Directors thereon.

2 Reappointment of Mr. Jinen Shah, a Director liable to retire by Rotation.

3 Ratification of Appointment of M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor.

Signed this ____________ day of ________________, 2017 Signature of Member(s) Signature of Proxy Holder Notes:

1. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of the 33rd

2. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Annual General Meeting.

3. A Proxy need not be a member of the Company. 4. It is optional to indicate your preference. If you leave ‘for’, ‘against’ or ‘abstain’ column blank

against any or all of the resolutions, your proxy will be entitled to vote in any manner as he/she may deem appropriate.

BOSTON LEASING AND FINANCE LIMITED Shop No. 4, Ellora Commercial Shopping Centre, Ground Floor, Nr. Relief Cinema, Salapose Road, Ahmedabad, Gujarat – 360001 Email id: bostonleasing99@gmail.com Website: www.bostonleasingandfinance.com CIN: L65910GJ1984PLC007459

Affix Revenue Stamp of not less than Re.

1/-

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