Directors Report of BCL Enterprises Ltd.

Mar 31, 2024

The Board of Directors hereby presents its 39th Director''s Report on business and operations of the
Company, along with Standalone Audited Financial Statements for the Financial Year ended on 31^st March,
2024.

1. BACKGROUND

The Company is a Non Deposit Accepting Non-Banking Finance Company (“NBFC”), holding a Certificate of
Registration (14.01006) from the Reserve Bank of India (“RBI”).

2. STATE OF COMPANY''S AFFAIR

With the expected positive momentum in the Indian economy, the Company is focused on growth and
achieving profitability along with a renewed commitment to enhance quality and customer service and to
reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting
the Company''s revenues. Together with forward looking strategy, the Company is also focusing extensively
on expanding the business and operational improvements through various strategic projects for operational
excellence and cost cutting initiatives.

3. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended 31^st March, 2024 is summarized
below: -

(Rs. In Lakhs, except EPS)

Particulars	For the year Ended
	31st March 2024	31st March 2023
Total Revenue (I)	263.22	1412.52
Total Expenses (II)	518.81	1480.90
Profit Before Exceptional, Tax & Extraordinary Item	(255.59)	(68.38)
Tax Expenses:
Current Tax	0	0
Deferred Tax Liability(Net)	-	-
Income Tax Earlier Year	0.00187	(23.52)
MAT Credit Entitlement	0	0
Profit After Tax	(255.59)	(91.90)
Earnings Per Share (EPS)	0.22	0.08

4. OPERATIONAL PERFORMANCE

During the period, the company earned total revenue of Rs. 263221.61/- for the year ended 31^st March,
2024 in comparison of Rs. 1412523.53/- for the year ended 31^st March, 2023. The Company recorded a loss
of Rs. 25558857 /- during the year ended 31^st March, 2024 against a loss of Rs. 9190031/- in previous year
ended 31^st March, 2023.

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5. DIVIDEND

The Company is planning to expand and thereby would need funds to invest in future projects. Therefore,
the Company does not recommend any dividend but the directors are hopeful for better results in enduing
future.

6. RESERVES AND SURPLUS

As at the end of the reporting period, in its Reserve and Surplus the Company has a deficit of Rs. 11909741/¬
, Statutory Reserve of Rs. 2,30,29,721/- and General Reserve of Rs. 4,11,218/-.

During the period under review the Company has a loss of Rs. 25558857/- in the current Financial Year and
hence the Company has not transferred any amount in Statutory Reserve as required under Section 45-IC
of RBI Act, 1934 as the company has loss in the current year. The Company has also created a provision of
Rs. 2,50,100/- @ 0.25% of Standard Assets.

7. SHARE CAPITAL

During the period under review, the Company Has Authorized Share Capital of Rs. 12,00,00,000
(12,00,00,000 shares of Re. 1/- each) and Paid-up Share Capital of Rs. 11,66,00,000 (11,66,00,000 shares of
Re. 1/- each).

8. LISTING OF SECURITIES

The Shares of the Company is listed on BSE Limited and Metropolitan Stock Exchange of India Limited.

The Annual listing fees for the Financial Year 2023-24 have been paid to the Stock Exchanges.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies. Hence, the disclosure
of particulars with respect to information related to performance and financial position of the Subsidiaries,
joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014
is not applicable.

10. BRANCHES OF THE COMPANY

During the period under review, the Company doesn''t have any branch office.

11. DEPOSITS FROM PUBLIC

The Company has neither invited nor accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was payable or outstanding as on 31^st March,
2024.

The Company has neither accepted nor renewed any deposits falling under Chapter V of Companies Act,
2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The particulars of every contract or arrangements entered into by the Company, if any, with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length
transactions under third proviso thereto are disclosed in Form AOC -2 as Annexure -I.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED
DURING THE YEAR

During the period under review the Board of Directors of the Company was duly constituted.

None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013.

LIST OF DIRECTORS AS ON 31^st MARCH, 2024:

S. No.	Name	Designation
1.	Mr. Mahendra Kumar Sharda	Managing Director
2.	Mr. Umesh Kumar Bajaj	Non-Executive & Independent Director
3.	Mr. Jeevan Singh Rana	Non-Executive & Independent Director
4.	Ms. Sangita	Non- Executive Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31^st MARCH, 2024:

S. No.	Name	Designation
1.	Mr. Mahendra Kumar Sharda	Managing Director
2.	Mr. Kishore Kargeti	Chief Financial Officer
3.	Mr. Shyam Lal	Company Secretary & Compliance Officer

14. MEETINGS HELD DURING THE F.Y. 2023-2024

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. During
the year under review, 7 (Seven) Board Meetings, 5 (Five) Audit Committee Meetings, 1 (One) Nomination
& Remuneration Committee Meetings, 1 (One) Shareholder''s Grievance Committee Meeting, 1 (One)
Internal Complaints Committee Meeting, 1 (One) Risk Management Committee Meeting and 1 (One)
Independent Directors Meeting were convened and held. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two
Board meetings did not exceed 120 days.

No. of Meetings Attended by Directors during the Year ended 31st March. 2024
Name of Director(s)	Board Meeting	Audit Committe e	Nominati on & Remuner ation Committe e	Shareholder'' s Grievance Committee	Independent Directors'' Meeting	Internal Complaints Committee	Risk Manageme nt Committee
Mr. Mahendra Kumar Sharda	7	N.A.	N.A.	1	N.A.	N.A.	1

Mr. Jeevan Singh Rana	7	5	1	1	1	1	1
Mr. Umesh Kumar Bajaj	7	5	1	1	1	1	N.A.
Ms. Sangita	7	5	1	N.A.	N.A.	1	1

15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31^st MARCH 2024:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013, the primary objective of the
audit committee is to monitor and provide an effective supervision of the Management''s financial reporting
process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.

The composition of Audit Committee of the Company is as follows:

S. No.	Name of Member	Designation	Category
1.	Mr. Jeevan Singh Rana	Chairman	Non- Executive & Independent Director
2.	Ms. Sangita	Member	Non- Executive Director
3.	Mr. Umesh Kumar Bajaj	Member	Non- Executive & Independent Director

The Board has accepted all the recommendations proposed by the audit committee during the Financial
Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the committee is to
screen and review individuals qualified to serve as executive directors, non-executive directors and
independent directors and to review their remuneration, consistent with criteria approved by the Board,
and to recommend, for approval by the Board of the Board.

The composition of Nomination and Remuneration Committee of the Company is as follows:

S. No.	Name of Member	Designation	Category
1.	Mr. Umesh Kumar Bajaj	Chairman	Non- Executive & Independent
			Director

2.	Mr. Jeevan Singh Rana	Member	Non- Executive & Independent Director
3.	Ms. Sangita	Member	Non- Executive Director

c) SHAREHOLDERS GRIEVANCE COMMITTEE:

In compliance with provisions of 178(5) of the Companies Act, 2013, the purpose of the committee is to
assist the Board and the Company in maintaining healthy relationships with all stakeholders.

The composition of Shareholder''s Grievance Committee of the Company is as follows:

S. No.	Name of Member	Designation	Category
1.	Mr. Umesh Kumar Bajaj	Chairman	Non- Executive & Independent Director
2.	Mr. Mahendra Kumar Sharda	Member	Managing Director
3.	Mr. Jeevan Singh Rana	Member	Non -Executive Independent Director

d) INTERNAL COMPLAINTS COMMITTEE :

The Board of Directors has constituted Internal Complaints Committee pursuant to Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of adhering the
Complaints of employees regarding Sexual Harassment.

The composition of Internal Complaints Committee of the Company is as follows:

S. No.	Name of Member	Designation	Category
1.	Ms. Sangita	Chairman	Non- Executive Director
2.	Mr. Umesh Kumar Bajaj	Member	Non- Executive & Independent Director
3.	Mr. Jeevan Singh Rana	Member	Non -Executive & Independent Director

e) RISK MANAGEMENT COMMITTEE:

The Board of Directors has constituted Risk Management Committee pursuant to RBI Circular
DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021.

The composition of Risk Management Committee of the Company is as follows:

S. No.	Name of Member	Designation	Category
1.	Mr. Mahendra Kumar Sharda	Chairman	Managing Director
2.	Ms. Sangita	Member	Non- Executive Director
3.	Mr. Umesh Kumar Bajaj	Member	Non- Executive & Independent Director

16. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations of independence, as required pursuant to
provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, the Company familiarizes the Directors about their role and responsibility at the time of their
appointment through a formal letter of appointment. All new independent directors inducted into the Board
attend an orientation program. Presentations are regularly made at the meetings of the Board and its
various Committees on the relevant subjects. The details of programs for familiarization of Independent
Directors can be accessed on the Company''s website.

18. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act,
2013, the Directors hereby confirm that:

1. ) In the preparation of annual financial statements for the Financial Year ended 31^st March, 2024 the

applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

2. ) 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 Companies as at 31^st March, 2024 and of the profit/loss of the Company for the period
ended on that date;

3. ) 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;

4. ) The Directors have prepared the annual financial statements on a going concern basis;

5. ) The Directors have laid down proper internal financial controls to be followed by the company and such

internal financial control were adequate and were operating effectively; and

6. ) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws

and such systems are adequate and operating effectively.

19. AUDITOR & AUDITORS'' REPORT;

a. Statutory Auditors and Audit Report

Pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/s Krishan Rakesh & Co., Chartered Accountants, (Firm Registration No 009088N) Statutory Auditors of
the Company had been appointed by the members at the Annual General Meeting to hold office for a period
of 5 years from the date of such meeting held on December 30, 2020.

The Audit Report submitted by Statutory Auditor on Annual Standalone Financial Statement for the
Financial Year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer. The
notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for
any further comments. The Auditors have also not reported any matter under Section 143(12) of the
Companies Act, 2013.

b. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of
Directors of the Company has appointed M/s. GA & Associates, Company Secretaries as Secretarial Auditor
of the Company for the financial year 2023-24. Secretarial audit report as provided by M/s. Grover Ahuja &
Associates, Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as
“Annexure-II”.

c. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s for the FY 2023-24.

d. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules,
2014, the Company has appointed M/s Ghanshyam Gupta & Co., Chartered Accountant, as an Internal
Auditor of the Company to conduct the internal audit of the Company for the financial year 2024-25.

20. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements)
Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation

46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following
class of companies:

A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not
exceeding Rs.25 Crore, as on the last day of the previous financial year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company''s paid-up share capital exceeded the prescribed threshold limits therefore, Regulations
17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule V are applicable on the Company.

The Corporate Governance Report of the company has been annexed as “Annexure- III”.

21. BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that the Board shall
monitor and review the Board evaluation framework. The framework includes the evaluation of Director
on various parameters such as:

A. Board dynamics and relationship

B. Information flows

C. Decision-making

D. Relationship with stakeholders

E. Company performance and strategy

F. T racking Board and committee''s effectiveness

G. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its
Audit Committee, Nomination & Remuneration Committee, Shareholders Grievance Committee and Internal
Complaints Committee. In respect of the above-mentioned Evaluation framework, a structured
questionnaire was prepared after taking into consideration the various aspects of the Board & its
Committees, execution and performance of specific roles, duties, obligations and governance. The
performance evaluation of Committees, Executive Directors, Non- Executive Directors and Independent
Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board
as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction
with the evaluation process carried out and their own performance evaluation, also known as “Self¬
Assessment”.

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

Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013.

23. ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company for the Financial Year 2023-24 will be uploaded on the
website of the Company and the same can be accessed by clicking on following link:
https://www.bclenterprisesltd.in/annual-returns.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future.

While filing the INC-28 form for the CIRP admission application of KLM Holdings Private Limited by the
financial creditor (BCL Enterprises Limited) under Section 7 of the Insolvency & Bankruptcy Code 2016,
there was an inadvertent error in entering the Company Identification Number (CIN). Consequently, the
status of the company was mistakenly updated to “Under CIRP.” The Company is working to correct this
error and restore the company''s status to "Active," as no CIRP order has been issued against the company.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been 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 till the date of this annual report.

26. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

27. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of
Company Secretaries of India.

28. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is as under:

(i). The ratio of remuneration of each director to the median remuneration of the employees of the
employees of the Company for the financial year 2023-24:

S. No.	Directors	Ratio to median remuneration
1	Mr. Mahendra Kumar Sharda	NIL
2	Mr. Umesh Kumar	NIL
3	Mr. Jeevan Singh Rana	NIL
4	Ms. Sangita	NIL

(ii) . There has been a 6.74% increase in the remuneration of Chief Financial Officer in the Financial Year

2023-24.

(iii) . There has been no change in the median remuneration of employees in the Financial Year 2023-2024.

(iv) . The total number of permanent employees on the rolls of the Company during the Financial Year

2023-24 : 05 .

(v) . There has been an 11.37 % increase in the average salaries of employees. The same cannot be

compared with the percentile increase in the managerial remuneration since no remuneration is being
paid to managerial personnel. The total remuneration paid to employees for the Financial Year 2023¬
24 is Rs. 21,89,000 /- as compared to Rs. 19,40,000/- in the Financial Year 2022-23.

(vi) . The Company affirms that remuneration given is as per the remuneration policy of the Company.

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached herewith as Annexure IV.

However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the
members excluding the information on particulars of employees which is available for inspection by the
members at the Registered Office of the Company during business hours on working days of the Company
up to the date of the ensuing Annual General Meeting.

29. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION)
RULES, 2014

No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per
month or more when employed for a part of the financial year and Rs. 1,02,00,000/- per annum or more
when employed for whole of the year, under the provision of Rule 5 (2) & (3) of the Companies
(Appointment And Remuneration) Rules, 2014, as amended from time to time.

30. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and
meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement.
The Company''s Human Resources is commensurate with the size, nature and operation of the Company. It
looks at the employee''s entire life cycle, to ensure timely interventions and help build a long-lasting and
fruitful career.

31. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain
policies for all listed companies. All the policies are available on the website of the Company viz.
http://www.bclenterprisesltd.in/

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy	Brief Description
Vigil Mechanism/Whistle Blower Policy	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
Remuneration Policy	The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
KYC and AML Policies	This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which, in turn, would help the Company to manage risks prudently.
Terms And Conditions for Appointment of Independent Director	This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors, which are subject to the extant provisions of the applicable laws, including the Companies Act, 2013 (“2013 Act”)and Clause 49 of the Listing Agreement (as amended from time to time).
Fair Practice Code	This Code prescribes the guidelines to cover the general principles on adequate disclosures on the terms and conditions of a loan and adopting a non-coercive recovery method.
Policy For Determining Material Subsidiaries	The Board has adopted a policy for determining material subsidiaries.

Insider Trading Prohibition Code Pursuant To SEBI(PIT) Regulations, 2015	This Code has been formulated to regulate, monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI, and to prevent any speculative dealings, knowingly or unknowingly, by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018, incorporating “legitimate purpose” in connection with sharing of UPSI.
Policy On Related Party Transaction(S)	In compliance with the Listing Regulations, the Company has the policy for transactions with Related Parties (RPT Policy). During the year, the Company has revised its Policy on dealing with Materiality of Related Party Transactions, in accordance with the amendments to the applicable provisions of the Listing Regulations. The RPT Policy is available on the Company website.
Policy On Familiarization of Independent Directors	This policy has been formulated to familiarize the independent directors with the Company, the functions of the Company and specify their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various Programs.
Policy on orderly succession for appointments to the Board and Senior Management	In Compliance with the provisions of Regulation 17(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this policy has been formulated to ensure the orderly identification and selection of new Directors or Senior Management in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, the expansion of the size of the Company, or otherwise.

32. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Board confirms that no complaints/ cases has been filed / pending with the Company under the
Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 during the Financial Year 2023-24. Further an Internal Complaints Committee has been set up to
redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual
temporary, trainees) are covered under this policy.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 was
applicable as the Company was covered under the criteria mentioned in Section 135(1) of the Companies
Act, 2013. The CSR Report of the company has been attached as "Annexure-V”.

34. EMPLOYEE STOCK OPTIONS DETAILS

During the year under review, the Company has no Employee''s Stock Options schemes.

35. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March
2024 and is annexed as “Annexure- VI” of this Annual Report for the reference of the stakeholders.

36. INTERNAL AUDIT & CONTROL

The Company''s internal control system is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with laws and
regulations. The internal control system is supported by an internal audit process for reviewing the
adequacy and efficacy of the Company''s internal controls, including its systems and processes and
compliance with regulations and procedures.

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology
absorption, are not applicable to the Company. During the year under review, the Company had no earnings
and expenditure in foreign exchange.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of
the Company under Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and
Financial Institutions.

40. ACKNOWLEDGEMENT AND APPRECIATION

Yours Directors would like to express their grateful appreciation for assistance and cooperation received
from the Banks, Government Authorities, Customers, Vendors and Members during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed services of
the Executives, staff and workers of the Company at all levels.

By the order of the Board
For BCL Enterprises Limited

Sd/- Sd/-

Mahendra Kumar Sharda Umesh Kumar Bajaj

(Managing Director) (Director)

DIN: 00053042 DIN:02968410

Address: 510, Arunachal Building, 19, Address: 510, Arunachal Building, 19,

Barakhamba Road, New Delhi-110001 Barakhamba Road, New Delhi-110001

Place: New Delhi
Date: 06.09.2024

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2015.

1. BACKGROUND

The Company is a Non Deposit Accepting Non Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI") received on February 28, 2000.

2. STATE OF COMPANY'S AFFAIR

The Company is in the business of financing activities, with the expected positive momentum in the Global economy, the business of the Company is expected to increase with the increasing rate of growth. The Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Investment and positive modifications are expected in the near future, boosting the Company's revenues.

3. FINANCIAL HIGHLIGHTS

Revenue for the current year is Rs. 50.23 Lac as compared to Rs. 7.78 Lac in the previous year the ultimate increase in Revenue of 545.88%; Profit before tax for the current year is Rs. 14.02 Lac as compared to Rs. 1.60 Lac in the previous year the ultimate increase in PBT of 776.25%; Profit after tax for the current year is Rs. 8.24 Lac as compared to Rs. 1.10 Lac in the previous year the ultimate increase in PAT of 446.25%.

4. FINANCIAL RESULTS

The Company's financial results are as under:

Particulars For The Year Ended

31st March 31st March 2015(Rs.) 2014(Rs.)

Total Revenue (I) 5,023,163 778,887

Total Expenses (II) 3,620,827 618,411

Profit Before Tax & Extraordinary Item 1,402,336 160,476

Tax Expenses 577,923 49,782

Profit After Tax 824,413 110,694

Less: Transfer to Statutory Reserves 164,883 22,139 u/s 45-IC(1) of Reserve Bank of India Act, 1934

Contingent Provisions against Standard Assets 145,200 44,400

Profit/(Loss) transferred to Balance Sheet 514,330 44,155

Earning Per Share (Rs.) 0.141 0.111

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES:

As on 31st March, 2015, the Company is having two Wholly Owned Subsidiaries i.e.

a. Paavak Infrastructure Limited;

b. BCL Developers Limited.

The operations and financials of the wholly owned subsidiaries are summarised as under:

Particulars Paavak Infrastructure Limited

31st March 31st March 2015 (Rs.) 2014 (Rs.)

Total Revenue (I) NIL NIL

Total Expenses (II) 21,317 33,260

Profit Before Tax & (21,317) (33,260) Extraordinary Item

Tax Expenses (1988) 7,950

Profit After Tax (23,305) (25,310)

Profit/(Loss) transferred (23,305) (25,310) to Balance Sheet

Earning Per Share (Rs.) (0.47) (0.51)



Particulars BCL Developers Limited

31st March 31st March 2015 (Rs.) 2014 (Rs.)

Total Revenue (I) 74,860 NIL

Total Expenses (II) 72,680 14,700

Profit Before Tax & 2,180 (14,700) Extraordinary Item

Tax Expenses NIL NIL

Profit After Tax 2,180 (14,700)

Profit/(Loss) transferred 2,180 (14,000) to Balance Sheet

Earning Per Share (Rs.) 0.22 (1.47)

5. RESERVES

An amount of Rs. 1,64,883/- being 20% of the profits was transferred to Statutory Reserve Account for the financial year ended 31st March, 2015 as per the requirement of NBFC prudential norms.

6. DIVIDEND

As the Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15.

7. BUSINESS RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Audit Committee of the Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Audit Committee nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

8. INTERNAL FINANCIAL CONTROL

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures. The Company

The Company's internal control system is commensurate with the size, nature and operations of the Company.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To review the matters relating to fraud risk, including corrective and remedial actions as regard people and processes, the Company has formulated a vigil mechanism policy which shall also safeguard the directors and employees from victimization who report their genuine concern relating to actual or suspected fraud, unethical behaviour, violation of the Company's Code of Conduct or Ethical Policies, and any other event which would adversely affect the interests of the business of the Company and which is under direct control of the Audit Committee of the Company. The said policy has also posted on the website of the Company.

10. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

11. COMPLIANCE

The Company has complied with all applicable provisions of the Companies Act, 2013 and the RBI Act, 1934, Listing Agreement executed with the Stock Exchanges and other applicable rules/regulations/guidelines issued from time to time.

12. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING THE YEAR

S. Name DIN/PAN Designation Date of No. Appointment

Sushil Kumar 28/08/1992 1. Sharda 00303835 Director

Umesh Kumar 28/08/1992 2. 02968410 Independent Director

Sangita 26/08/2014 3. 06957418 Independent Director

Jeevan Singh 4. Rana 07017869 Independent 17/04/2015 Director

Mahendra 5. Kumar Sharda 00053042 Managing 09/05/1993 Director

Kishore 6. Kargeti AQZPK6943M Chief 19/03/2015 Financial Officer

Anuj Rastogi 7. AXYPR3145E Company 24/09/2014 Secretary and Compliance Officer

S. Name No. Change

Sushil Kumar 1. Sharda Proposed to be re- appointed as Director retire by rotation in the ensuing AGM

Umesh Kumar 2. Appointed as Independent Director w.e.f. 17/04/2015.

Sangita 3. It is proposed to re- designate her to non- executive non- independent Director in the ensuing AGM.

Jeevan Singh 4. Rana --

Mahendra 5. Kumar Sharda Appointed as MD w.e.f. 17/04/2015

Kishore 6. Kargeti --

Anuj Rastogi 7. --

Brief resume of the Directors proposed to be appointed in ensuing Annual General Meeting, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board are given as Annexure to the Notice convening the Annual General Meeting.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees and Shareholder Grievance Committee. The manner in which the evaluation has been carried out is based on the criteria as specified by the management of the Company i.e. No. of meetings attended, quality suggestion accepted by the Board from the individual Director, participation of Directors in Board discussion, etc.

16. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year 2014-15.

17. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median remuneration*

NIL Mr. Sushil Kumar Sharda

NIL Mr. Umesh Kumar

NIL

Mr. Jeevan Singh Rana NIL

Mr. Mahendra Kumar Sharda NIL Ms. Sangita

* Directors do not receive any remuneration, sitting fees, or commission from the Company.

ii) Except Company Secretary no remuneration was paid to any Director of the Company in a FY 2014- 15. Further there is no increase in the salary of Company Secretary during the year.

iii) The percentage increase in the median remuneration of employees in the financial year: Median remuneration of employees for the current year is Rs. 2,00,780/- per year as compared to Rs. 1,02,000/- per year in the previous year, the ultimate increase in median remuneration of employees is 96.84%.

iv) The number of employees on the rolls of Company as on 31st March, 2015 is Seven (7).

v) The relationship between average increase in remuneration and Company performance cannot be explained as no remuneration paid to the Directors in the relevant period.

vi) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars Amount (Rs.)

1,16,600

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15

50,23,163

Revenue

2.32%

Percentage of remuneration of KMP as compare to the revenue of the Company

14,02,336 Profit before Tax (PBT)

8.31% Percentage of remuneration of KMP as compare to the Profit Before Tax of the Company

vii) The shares of the Company are listed on Metropolitan Stock Exchange of India Ltd (formerly MCX Stock Exchange Limited) and the shares are infrequently traded therefore variations in the market capitalization of the Company cannot be determine. Further, the net-worth of the Company in the current financial year is Rs. 5.97 Crore as compared to Rs.1.07 Crore in the previous financial year.

viii) There was an increase of 20% in current year in the salaries of employees from the previous year and there was no increase in remuneration paid to the Key Managerial Personnel. Hence, the comparison between the two cannot be made.

ix) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Anuj Rastogi Company Secretary

Amount (Rs.)

Particulars

1,16,600

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15

50,23,163

Revenue

2.32%

Percentage of remuneration of KMP as compare to the revenue of the Company

14,02,336

Profit before Tax (PBT)

8.31% Percentage of remuneration of KMP as compare to the Profit Before Tax of the Company

x) As no remuneration has been paid to the Directors during the year, there are no key parameters for any variable component of remuneration.

xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year cannot be determined as there was no remuneration being paid to Director.

xii) The Company affirms that remuneration given (if any) is as per the remuneration policy of the Company.

18. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 5,00,000/-per month or Rs. 60,00,000/- per annum or more when employed for whole of the year, under the provisions of Rule 5 (2) & (3) of The Companies (Appointment And Remuneration) Rules, 2014.

19. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The said Policy has been posted on the Website of the Company.

20. MEETINGS

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. During the year, Fifteen (15) Board of Directors Meetings, Three (3) Nomination & Remuneration Committee Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is an NBFC. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in notes to the Financial Statements.

23. CORPORATE SOCIAL RESPONSIBILITY

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as Company is not covered under the criteria mentioned in Section 135(1) of Companies Act, 2013.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, name of the companies which have become / ceased to be Company's subsidiaries, joint ventures or associate companies are as below :

1. No Company has become Subsidiary of the Company during the financial year 2014-15.

2. Companies which ceased to be subsidiaries during the financial year 2014-15

* Harit T redelink Limited(Ceased to be subsidiary of the Company w.e.f 30 th June, 2014)

* Danta Tradelink Limited(Ceased to be subsidiary of the Company w.e.f 30th June, 2014)

* Kalkin Probuild Limited(Ceased to be subsidiary of the Company w.e.f 30th June, 2014)

3. No Company has become / ceased to be a joint venture or associates during the financial year 2014-15.

27. COMPOSITION COMMITTEES OF THE BOARD:

a) AUDIT COMMITTEE: The composition of audit committee of the Company is as follow:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar

Member 2. Sangita

Member 3. Mahendra Kumar Sharda

The Board is under process of adopting optimum composition of the audit committee as prescribed in the Companies Act, 2013. The Board has accepted all the recommendations proposed by audit committee during the financial year.

b) NOMINATION AND REMUNERATION COMMITTEE:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar Member

2. Jeevan Singh Rana Member 3. Sangita

c) SHAREHOLDER GRIEVANCE COMMITTEE:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar Member

2. Mahendra Kumar Sharda Member 3. Sangita

28. STATUTORY AUDITORS

The Company's Auditors, M/s. Krishan Rakesh & Co., [FRN NO. 009088N] Chartered Accountants, who were appointed in casual vacancy caused by resignation of M/s R.K. rathi & Co. Chartered Accountants, and whose term of appointment expires in the year 2017, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under, and shall be appointed as per provisions of Section 139 of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company for a term of 4 years starting from financial year 2015-16 to 2018-2019.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Grover Ahuja & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is prescribed form MR-3.

Auditors Remarks are self-explanatory and do not require any clarification from the Board except the following:

Qualification: As the Company has appointed the Independent Director in the Extra-ordinary General Meeting dated 17th April, 2015, the composition of Audit Committee and Nomination and Remuneration Committee was not in accordance with the provisions of Companies Act, 2013.

Comments: The Audit Committee and Nomination and Remuneration Committee has been duly constituted by the Board of Directors in its meeting held on 30 th April, 2015.

Qualification: As required under Section 93 of the Companies Act, 2013 read with Rule 13 of Companies (Management and Administration) Rules, 2014, the Company has not filed MGT-10 for the change in holding of top ten shareholders pursuant to preferential allotment in its board meeting dated 21st June, 2014.

Comments: As the Companies Act, 2013 was in the nascent stage and due to absence of an in-house compliance officer, the management inadvertently bypassed the required compliance. The Company then appointed a Company Secretary w.e.f. 22nd September, 2014 to circumvent the above and the management has assured to comply all applicable provisions of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a.) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. ) that 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 that period;

c.) that 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.) that the directors had prepared the annual accounts on a going concern basis;

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

f.) that 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.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities, customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

By the order of the Board

For BCL Enterprises Limited

Sd/-

Mahendra Kumar Sharda Chairman

---

Mar 31, 2012

Dear Members,

The Directors of your Company take pleasure in presenting before you the 22nd Annual Report of the Company together with the Audited Financial Statements for the financial year ending 31st March, 2012

FINANCIAL RESULTS

Description Amount(Rs.) Amount(Rs.)

Year ended Year ended 31.03.2012 31.03.2011

Profit/Loss Before Tax 73,080 89,132

Less: Provision for Income Tax 23,260 (29,000)

Less: Deferred Tax Liabilities (678) (1,255)

Add: FBT refund received for earlier 6,732 years

Profit after Income Tax 55,874 58,877

Profit B/F from previous year 34659 75782

Total profit available for 90,533 1,34,659 appropriation

50,000 (1,00,000) Amount transferred to General Reserve

Balance being carried forward to Balance Sheet 40,533 34,659

During the year under review the Company earned a profit of Rs. 73,080/- as compared to Rs. 89,132/- earned in the previous year. Your Directors are hopeful for better performance of Company in the coming years.

DIVIDEND

The directors do not recommend any dividend for the financial year ending 31st March, 2012 taking into consideration the future requirement of funds.

AUDITOR'S REPORT

The observation made by the Auditors in their report are self-explanatory and do not require any further clarification.

AUDITORS

The Statutory Auditors of the Company, M/s R. K, Rathi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment as the Auditors of the Company.

Your Directors recommend their re-appointment as the Statutory Auditors of the Company.

DIRECTORS

The Board of Directors of the Company is duly constituted. During the year there is no change in its constitution. Moreover none of the Directors of the Company is disqualified under the provisions of section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of the following members:-

S. Name of the DIN Designation Date of No Directors Appointment

Mahendra Kumar 00053042 Director 09/05/1993 1. Sharda

Sushil Kumar Sharda 00303835 Director 28/08/1992 2.

Narendra Kumar 02443475 Director 30/09/2009 3.

Umesh Kumar 02968410 Director 28/08/1992 4.

Mahesh Kumar 03057117 Director 14/05/1989 5. Sharda

Mr. Mahesh Kumar Sharda, Director of the Company retires by rotation and being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreement with the Stock Exchanges. A report on Corporate Governance, certificate of compliance from the Company Secretary in Practice and Management's Discussion & Analysis are attached with this Report.

AUDIT COMMITTEE

The Audit Committee comprises three members i.e. Mr. Umesh Kumar Bajaj and Mr.Sushil Kumar Sarda as the members and Mr. Mahendra Kumar Sharda as the Chairman of the meeting. The composition of the Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement.

DEPOSITS

The Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 during the financial year under review.

INFORMATION AS REQUIRED UNDER PHARAGRAPH 10 OF THE PART II OF NBFC (RB) DIRECTIONS 1977 OF RESERVE RANK OF INDIA

a) The total number of depositors of the company whose deposits have not been claimed by the depositors or paid by the company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directions whichever may be applicable.NIL

b) The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.NIL

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance by the Company of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Grover Ahuja & Associates, Company Secretaries for the year ending 31st March, 2012 and the same is attached herewith, forming part of this report.

INFORMATION PURSUANT OT SECTION 217 (2A) OF THE COMPANIES ACT- 1956

The above section is not application to the Company as none of the employee of the Company is receiving the remuneration exceeding Rs. 5,00,000/- P.M. or Rs. 60, 00,000/- p.a.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company makes has made best efforts and adopted all relevant measures for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo

There was no transaction of foreign exchange during the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT. 1 956

Directors confirm: -

(i). that in preparation of the Annual Accounts, the applicable Accounting Standards and provisions of revised schedule VI of the Companies Act, 1956, which has came into force w.e.f. April 2011 applicable on all Companies, had been followed along with proper explanation relating to material departures;

(ii). that 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 or loss of the Company for that period;

(iii) that the Directors have 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;

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your directors also express their appreciation for the wholehearted support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place: New Delhi Chairman of the Meeting

Dated: 31st August, 2012