DIRECTORS REPORT

Dear Members,

Your Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2015.

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements presented by the Company include financial information of its subsidiary Company prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor's Report thereon form part of this annual report.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company has only one subsidiary Company namely, M/s. Apollo Pipes Limited. A report on the performance and financial position of its subsidiary as per the Companies Act, 2013 in Form AOC-1 is enclosed herewith as "Annexure-II" and hence not repeated for the sake of brevity.

The audited financial statement and related information of the subsidiary, where applicable, will be available for inspection during regular business hours at the company's Registered Office at 37, Hargobind Enclave, Vikas Marg, New Delhi-110 092 and the same are also available at our website i.e. www.amulyaleasing.com as prescribed in Section 136 of the Companies Act, 2013.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the FY 2014-15, M/s. Apollo Pipes Limited (CIN: U28939DL1999PLC098418) became subsidiary company w.e.f. 14th November 2014 consequent upon acquisition of 50.96% equity shares by the Company.

M/s. Apollo Pipes Limited is a leading manufacturing Company of PVC Pipes and leader in Northern India in its segment. Its key product range include varieties of CPVC products, uPVC products, HDPE products, Steel Pipes & Hollow Sections.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the Financial Year  2014-15.

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

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed.

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated in Clause 49 of the Listing Agreement in both letter and spirit during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The Company has complied with the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on Corporate Governance,

along with certificate from Statutory Auditors confirming compliance with the requirements of Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), are annexed herewith and forming part of the Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.amulyaleasing.com/Company's_Policy/Related%20Party%20Policy.pdf>

Your Directors draw attention of the members to Note 17 to the financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the Company with related parties referred to in Section 188 in Form AOC-2 is enclosed herewith as "Annexure-III".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions for CSR as stipulated under Section 135 of the Companies Act, 2013 read with rules framed thereunder, are not applicable on the Company since the Company does not fall under the criteria laid down under the said provisions for its applicability.

RISK MANAGEMENT POLICY

During the year, the Board of Directors, in its Meeting held on May 28, 2014, has also adopted a formal Risk Management Policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.

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

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance of statues and corporate policies and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sameer Gupta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further, in Compliance with requirements of Section 203 of the Companies Act, 2013, Mr. Virendra Singh Verma was appointed as Chief Executive Officer (CEO) and Mr. Ajay Kumar Jain was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st February, 2015. Also, Mr. Jairaj Vikas Verma was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 30th May 2015 in place of Ms. Nitu Gupta who resigned from such position.

The details of directors being recommended for appointment / re-appointment as required in Clause 49 of the Listing Agreement are contained in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of other Directors, the details of which covered in the Corporate Governance Report.

CRITERIA FOR EVALUATION OF DIRECTORS

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were held on 28th May 2014, 14th August 2014, 14th November 2014, 30th January and 23rd February 2015 and four Audit Committee Meetings were held on 28th May 2014, 14th August 2014, 14th November 2014 and 30th January 2015. The details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors, of which two are Non-Executive and Independent Directors. The Chairman of the committee is a Non-Executive Independent Director. The composition of the Audit Committee as on March 31, 2015 is as under

NOMINATION AND REMUNERATION COMMITTEE

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 28th May, 2014, approved the terms of reference of Nomination and Remuneration Committee which inter alia includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178 (3) of the Companies Act, 2013, based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the terms of reference are- Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Key Managerial Personnel (other than Managing / Whole Time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees.

The terms of reference relating to appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished and forms part of this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: <http://www.amulyaleasing.com/Company's_Policy/> Whistle%20Blower%20Policy.pdf

AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors -The existing Auditors M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the conclusion of the ensuing Annual General Meeting and have not offered themselves for re-appointment. The letter of unwillingness has already been received by the Company.

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Internal Auditors - During the year under review, Ms. Surbhi Jain was appointed as Internal Auditor of the Company to carry out the internal audit functions of the Company.

C. Secretarial Auditors - During the year under review, M/s Anjali Yadav & Associates, Company Secretaries, were appointed as the Secretarial Auditor of the Company, in accordance with the requirements of Companies (Appointment and Remuneration personnel) Rules 2014. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure-IV" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees or investments, as covered under the provisions of section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2014-15 are given under the respective head and the same is furnished in the notes to the financial statements.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 4,99,63,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus shares.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as "Annexure-I" and forms part of the Directors' Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaint on sexual harassment.

FIXED DEPOSITS

Since the Company is a Non Deposit taking Non Banking Financial Company (NBFC-ND), it has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

UNCLAIMED / UNPAID DIVIDEND

Your Company has not declared any dividend so far. Thus, there is no unclaimed or unpaid dividend as on March 31, 2015.

PARTICULARS OF EMPLOYEES

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report and annexed herewith as "Annexure-V".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no activity relating to conservation of energy and technology absorption. The Company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA'S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the Company are listed at Bombay Stock Exchange (BSE) Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company's bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director's wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors

 (Sameer Gupta)

Director

(Meenakshi Gupta)

Director

 Place: New Delhi

Dated: 31st July, 2015