To the Shareholders
 
 The Directors present the 28th Annual Report together with the audited
 accounts of the Company tor the year ended 31st March, 2012.
 
 1.  FINANCIAL RESULTS:                                  Rs. in lacs
 
                                 STANDALONE            CONSOLIDATED
                              2011-12     2010-11    2011-12   2010-11
 
 Income from
 Operations                   157.02       61.83     319.77     318.55
 
 Other Income                              27.81      13.02      16.88
 
 Total Income                 164.58       89.64     332.79     335.43
 
 Profit before 
 depreciation, interest and
 tax                          115.89       41.98      34.61     (86.41)
 
 Less: Depreciation            21.68       25.39      47.58      67.16
 
 Interest                     155.17       45.09     183.68      70.93
 
 Tax Expense/(Credit)          (7.10)      21.33      (8.10)     14.96
 
 Profit / (Loss) After Tax    (53.85)    (49.83)    (188.54)   (239.46)
 
 Profit / (loss) of share 
 in Associate concern             NA         NA     (317.03)    (77.86)
 
 Profit after tax and 
 share in Associate
 concern                          NA         NA     (505.57)   (317.32)
 
 Add: Balance brought 
 forward                       37.55      87.38      (63.38)    253.94
 
 Balance available 
 for appropriation            (16.30)     37.55     (568.95)    (63.38)
 
 Which the Directors 
 have appropriated as:
 
 Adjusted against General
 Reserve                       16.30                 265.93
 
 - Balance to be carried 
 forward                                  37.55     (303.02)    (63.38)
 
 2.  DIVIDEND
 
 The Board of Directors does not recommend any dividend.
 
 3.  OPERATIONAL REVIEW
 
 On a Standalone basis, the gross earnings rose to Rs 164.58 lacs from
 Rs 89.64 lacs. During the year the Company raised Rs 1000 lacs as a
 Term Loan and invested Rs 963 lacs in the debentures of a group /
 associate concern. The year ended with a loss of Rs 53.85 lacs as
 compared to Rs 49.83 lacs in the previous year. The overseas
 wholly-owned subsidiary was voluntarily dissolved resulting in a loss
 of Rs 2.42 lacs. The Company is exploring the efforts for offering the
 Office premises on rental basis to banks / insurance Companies /
 Corporate(s) and had also participated in tenders which were
 unsuccessful.
 
 On a consolidated basis, the gross revenues were steady at Rs 319 lacs
 and loss after tax was at Rs 188.54 lacs as against Rs 239.46 lacs in
 the previous year. Adding the share in loss of the associate concern of
 Rs 317 lacs (previous year Rs 78 lacs), the overall consolidated loss
 aggregated to Rs 505.57 lacs as against loss of Rs 317.32 lacs in the
 previous year. The wholly-owned subsidiary engaged in to ITeS services
 suffered a loss of Rs 141 lacs mainly on account of poor sales orders
 and non realization of sums from debtors due to litigation which
 increased the borrowings thereby increasing the finance costs. Due to
 difficult market condition, the Associate also sustained a loss which
 resulted in the share of loss from an associate concern at Rs 317 lacs
 in the consolidated financials.
 
 4.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge and belief confirm that:
 
 i.  in preparation of the annual accounts, the applicable accounting
 standards have been followed by the Company;
 
 ii. appropriate accounting policies have been selected and applied
 consistently and such judgments and estimates have been made that are
 reasonable and prudent so as to give true and fair view of the state of
 affairs of the Company as at 31st March, 2012 and of the profit of the
 Company for the year ended on that date;
 
 Hi. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv.  the annual accounts have been prepared on a ''going concern'' basis.
 
 5.  Fixed Deposits
 
 The Company has not accepted any deposits within the meaning of Section
 58A of the Companies Act, 1956 and the rules made there under.
 
 ASIT C. MEHTA FINANCIAL SERVICES LIMITED
 
 6.  INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
 
 a) Conservation of energy, Technology absorption and adoption:
 
 The operations of your Company involve low energy consumption. Energy
 conservation efforts are being pursued on a continuous basis. Close
 monitoring of power consumption is maintained to minimize wastage and
 facilitate optimum utilization of energy. The Company has not imported
 any technology nor incurred any expenditure on research and development
 of technology.
 
 b) Particulars of employees'':
 
 The Company had no employee covered in accordance with the provisions
 of Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975.
 
 Foreign exchange earnings and outgo: Rs. Nil
 
 8.  MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis Report is furnished separately
 and forms part of this Directors'' Report.
 
 9.  CORPORATE GOVERNANCE
 
 A report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement with the BSE Ltd, is annexed hereto and forms part of
 the Annual Report.
 
 10.  DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and
 Company''s Articles of Association, Prof. D Sunderajan and Dr.. R
 Krishnamurthy retires by rotation at the ensuing Annual General Meeting
 and being eligible, offers themselves for re-election.
 
 The information on the particulars of the Directors seeking
 re-appointment as required under clause 49 of the Listing Agreement has
 been given in the Report on Corporate Governance.
 
 11.  SUBSIDIARY COMPANIES
 
 In terms of General Circulars Nos 2/2011 and 3/2011 dated 8.2.2011 and
 21.2.2011 respectively issued by the Ministry of Corporate Affairs
 under section 212(8) of the Companies Act, 1956 granting general
 exemption from attaching financials of the subsidiaries the same are
 not attached. These financials will be kept open for inspection by any
 shareholder at the registered office of the Company and will also be
 placed before the ensuing Annual General Meeting.
 
 The relevant financial data of the subsidiaries have been furnished
 under ''Details of Subsidiaries'' forming part of this Annual Report.
 
 12.  CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Accounting Standards 21 and 23 issued by the
 Institute of Chartered Accountants of India, the consolidated financial
 statement incorporating the operation of the Company, its subsidiary
 and associate concern have been attached hereto which forms part of the
 Annual Report.
 
 13.  AUDITORS
 
 The Company''s Auditors, Manek & Associates as the Statutory Auditor
 would retire at the ensuing Annual General Meeting and confirmed their
 eligibility and willingness to accept the office of the auditors, if
 reappointed. The Audit Committee and the Board recommends their
 reappointment.
 
 14.  APPRECIATION
 
 The DiRectors thank the banker and shareholders for their continued
 support to the Company. The Directors also look forward for the
 continuing support from the shareholders.
 
                                 FOR AND ON BEHALF OF THE BOARD
 
                                                  ASIT C. MEHTA
 
 Mumbai, 29th May, 2012                                CHAIRMAN