Directors Report of Bentley Commercial Enterprises Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report of your Company
together with its Audited Financial Statements for the Financial Year ended 31^st
March, 2024.

FINANCIAL AND OPERATIONAL RESULTS

The Financial and Operational Results of the Company for the year ended 31^st
March, 2024, as compared to the previous financial year, is summarized below:

(Amount in Lakhs)

Particulars	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2023
Income	1,874.17	271.55
Less: Expenses	16.76	16.65
Profit Before Tax	1,857.41	254.91
Less: Provision for Tax	468.09	64.17
Profit from continuing operations after tax (PAT)	1389.32	190.74
Other Comprehensive Income	3364.13	(2595.22)
Total Comprehensive Income for the Financial Year	4573.45	(2404.48)
Total Reserves and Surplus	13,857.57	9104.12
Transfer of Amount to Reserves	NIL	NIL

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

The income generated in respect of Financial Year ended 31^st March 2024 was
Rs. 1874.17 lakhs as against the income of Rs. 271.55 lakhs generated for the
Financial Year ended 31^st March 2023. Profit after tax for the Financial Year
ended 31^st March 2024 stood at Rs. 1389.32 lakhs as against the profit after tax
of Rs. 190.74 lakhs generated during the Financial Year ended 31^st March 2023.

The Directors are hopeful of a better performance in the upcoming years.

DIVIDEND:

With a view to conserve the resources of the Company, your Directors have not
recommended any dividend for the financial year under review.

SHARE CAPITAL:

There has been no change in the share capital of the Company during the year
under review.

As on 31^st March, 2024, the paid-up share capital of your Company stood at Rs.
99,60,000/-comprising of 9,96,000 Equity shares of Re.10/- each fully paid.
Further your Company has, during the year under review, neither issued any
Equity shares with differential voting rights nor any shares (including sweat
equity shares) to its employees under any scheme.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing of details of deposits covered
under Chapter V of the Act is not applicable.

TRANSFER TO RESERVES:

For the financial year ended 31^st March, 2024, the Directors do not propose to
transfer any amount to the General Reserve.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 (“the Act”):

The Company has, during the financial year under review, not given any loans,
guarantees or provided security and has not made any investments in any body
corporate in excess of limits specified under Section 186 of the Act.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture (JV) and Associate
Companies as on 31^st March, 2024.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Adequate Internal Financial Control systems, commensurate with the nature of
the Company’s business, size and complexity of its operations, are in place and
have been operating satisfactorily and effectively.

During the FY under review, no material weaknesses in the design or operation
of Internal Financial Control system was reported.

PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S)
WITH RELATED PARTIES:

During the year under review, there were no transactions falling within the
purview of Section 188 of the Companies Act, 2013, entered into by your
Company with any related party.

All Related Party Transactions as required under Ind AS 24 - Related Party
Disclosures are reported in Note 32 of Notes to Audited financial statements of
your Company.

Your Company has formulated the policy on materiality of related party
transactions and dealing with related party transactions. The same is uploaded
on the website of your Company and may be accessed at:
www.bentleycommercialent.in

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report carries no eminence in the case of
the Company, as it does not carry out any substantive business activity calling
for any such management discussion and business analysis.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and 92(3) of the Companies Act,
2013 (read with Rule 12 of the Companies (Management and Administration
Rules, 2014), the copy of the Annual Return for the Financial Year ended 31^st
March, 2024 made under the provisions of Section 92(3) of the Act is available
on the Company’s website on www.bentleycommercialent.in.

WHISTLE BLOWER / VIGIL MECHANISM POLICY:

The Company believes in conducting its affairs in a fair and transparent manner
by adopting highest standards of professionalism, honesty, integrity and ethical
behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of
the Listing Regulations, the Board of Directors have implemented a vigil
mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy.

The above policy is available on the Company’s website on

www.bentleycommercialent.in

RISK MANAGEMENT:

The Board, during the Financial Year under review, has not observed any
eminent risk for the Company which can threaten its existence. However, the
Company has a Risk Management Policy in place, as approved by the Board for
curbing the elements of risk(s) identified with respect to the operations/
activities of the Company.

The above policy is available on the Company’s website on

www.bentleycommercialent.in

The Company shall continue to have periodic review mechanism for monitoring
of risk events and functional activities basis residual risk rating.

MEETINGS OF THE BOARD & COMMITTEES:

There were 5 (Five) meetings of the Board of Directors were held during the
Financial Year ended 31^st March 2024. The details of the said meetings are
mentioned in the report on Corporate Governance forming part of this Annual
Report.

The details pertaining to the Committees of Board of Directors of the Company
viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’
Relationship Committee, and Independent Director’s Committee have been
stated in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

There were no changes in the Directors during the year under review.

Ms. Kavya Gawde tendered her resignation as the Chief Executive Officer of the
Company with effect from 9^th February, 2024 due to personal reasons and Mr.
Sudipta Kumar Singha was appointed as the Chief Executive Officer with effect
from 8^th May, 2024.

In accordance with the provisions of Section 152 of the Act and in terms of the
Articles of Association of the Company, Mr. Babulal Mishrimal Bhansali, Non¬
Executive Non-Independent Director (DIN: 00102930) retires by rotation at the
ensuing Annual General Meeting (“AGM”) of the Company and being eligible,
offers himself for re-appointment. The relevant resolution proposing his re¬
appointment has been included in the Notice of the ensuing Annual General
Meeting for the approval of the Shareholders thereon.

Independent Directors Declaration

The Company has received necessary declarations from the Independent
Directors stating that they meet the prescribed criteria for independence and
complied with the code for Independent Directors prescribed in Schedule IV of
the Companies Act, 2013.

Details of Nomination and Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration
Committee, has formulated a policy on Director’s appointment and
remuneration including criteria for determining qualifications, positive
attributes and independence of directors.

The above policy is available on the Company’s website on
www.bentleycommercialent.in

The disclosures relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the
Act and as advised, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. Any member interested in obtaining
such information may write to the Company on email id:
bentleycommercial@gmail .com.

Performance evaluation of the Board:

In accordance with the provisions of the Act and Listing Regulations, the
Company has formulated the criteria for performance evaluation of all the
Directors including Independent Directors, the Board and its Committees and
the Chairman, details of which are mentioned in the Corporate Governance
Report forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 (“the Act”), and in
relation to the audited Annual Financial Statement of Company for the financial
year ended March 31, 2024, the Board of Directors hereby confirm that:

(a) in the preparation of the annual accounts for the FY ended 31^st March, 2023,
the applicable accounting standards have been followed and there are no
material departures from the same;

(b) such accounting policies have been selected and applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of Company
as on 31^st March, 2024 and of the profit of the Company for that year;

(c) proper and sufficient care was taken for the 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
fraud and other irregularities;

(d) the annual accounts of Company have been prepared on a ‘going concern’
basis;

(e) internal financial controls have been laid down to be followed by the
Company and that such internal financial controls are adequate and are
operating effectively; and

(f) Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.

CORPORATE GOVERNANCE:

The Company believes in adopting the best corporate governance practices. The
report on Corporate Governance as stipulated under Regulation 34(3) read with
Schedule V of the Listing Regulations and the certificate from a Practicing
Company Secretary regarding compliance with Corporate Governance norms,
form part of this report and are attached as Annexure-1 and Annexure-2,
respectively.

CERTIFICATIONS AND DECLARATIONS:

The certificate issued by the CEO and CFO of the Company with regards to
certification on Audited Financial Statements of the Company for FY 2023-24 in
accordance with the Provisions of Regulation 17(8) of Listing Regulations is
attached as Annexure-3 and forms part of this Annual Report.

The declaration by CEO of the Company relating to compliance of Code of
Conduct by all Board Members and Senior Management Personnel of the
Company, in accordance with the provisions of Regulation 17(5) of Listing
Regulations is attached as Annexure-4 and forms part of this Annual Report.

AUDITORS:

Statutory Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN-
112615W) were appointed as Statutory Auditors of the Company at the 37^th
AGM held on 29^th September, 2022 to hold office up to the conclusion of 42^nd
AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the
Company does not contain any qualification, reservations or adverse remarks.
made by the Auditor in their report. The Notes to the Accounts referred to in the
Auditors’ Report are self-explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Act.

Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the
Company have not reported any instances of frauds committed in the Company
by its officers or employees.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s.
Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900),
were appointed as the Secretarial Auditors of the Company to undertake the
Secretarial Audit of the Company for the Financial Year ended 31^st March 2024.

The Secretarial Audit Report is annexed as Annexure-5 to this Report. The
Secretarial Audit Report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

No significant material order(s) were passed by the regulators/courts which
would impact the going concern status of the Company and the future
operations of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED AFTER THE
REPORTING PERIOD TILL THE DATE OF THE REPORT:

There have been no material changes, which have occurred between the end of
Financial Year till the date of this report, affecting the financial position of the
Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standards issued by the Institute of Company
Secretaries of India.

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

The requirements of disclosures pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
in respect of conservation of energy, technology absorption, foreign exchange
earnings and outgo etc. are not applicable to the Company as it is not involved
in any manufacturing process/ activity.

During the financial year under review, there was no foreign exchange earnings
and outgo.

PREVENTION OF SEXUAL HARASSMENT:

In accordance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and
Rules made thereunder, the Company has formed Internal Complaints
Committee for various work places to address complaints pertaining to sexual
harassment in accordance with the POSH Act.

The Company has a policy for prevention of Sexual Harassment, which ensures
a free and fair enquiry process with clear timelines for resolution. Further, there
were no cases/complaints filed during the year under POSH Act.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company has been
shifted from Bhansali House, A-5, Off. Veera Desai Road,Andheri (West) Mumbai-
400053 to 301 & 302, 3rd Floor, Peninsula Heights, C. D. Barfiwala Road,
Andheri (West), Mumbai - 400 058 with effect April 27, 2023.

Members are therefore, requested to address their correspondences to the
aforesaid address.

GENERAL DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions or applicability
pertaining to these matters during the year under review:

a) Instances of transferring the funds to the Investor Education and Protection
Fund.

b) Change in nature of business of Company during F.Y.2023-24

c) Provisions relating to Corporate Social Responsibility

d) Issue of Debentures/bonds/warrants/any other convertible securities.

e) Appointment of Cost Auditors and maintenance of cost records in
accordance with the provisions of Section 148(1) of the Act is not required for
the Company since the Company is not involved in any kind of
manufacturing activity.

f) Details of any application filed for Corporate Insolvency Resolution Process
under Corporate Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, 2016.

g) Instance of one-time settlement with any bank or Financial Institution.

h) Statement of deviation or variation in connection with preferential issue.

i) Scheme of provision of money for the purchase of its own share by employees
or by trustees for the benefit employees

j) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their sincere appreciation for the assistance,
co-ordination and cooperation received from the Banks, Statutory Authorities
and all Stakeholders.

For and on behalf of the Board of Directors

Babulal M. Bhansali Jayesh B. Bhansali

Date: August 26, 2024 Director Director

Place: Mumbai (DIN: 00102930) (DIN: 01062853)

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Mar 31, 2014

Dear Members.

The Directors have pleasure in presenting the Annua] Report on the business and operations of Company together with the Audited Statement of accounts for tho year ended on 3 I st March. 2014.

Fhiutitiaf and Operational Results

Financial and operations) Results of Company for the year ended 31st March. 2014 arc as mentioned hereunder:1

(Amt in Rs.)

Particulars Current Financial Year Previous Financial Year 31st March, 2014 31st March, 2013

Total Income 9,05,004 902.904

Less: Rxpenses 2,40,545 127,386

Net Profit/ Loss before Tax 6,64,459 775.518

Less: Provision for Tax NIL Nll

Net Profit/ (Net Loss) after Tax 6,64,459 775.318

Add: Balance of profit brought 38,88,885 3,113,367 forward from previous year

Total Reserves and Surplus 45,53,344 3,888,885

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 9,05,004/- and the total expenditure amounted 10 Rs. 2,40.545/-. Thus profit earned by Company is Rs. 6,64.459/. The accumulated Balance carried forward to rhe Reserves and Surplus of Company stands al Rs.45.53,344/-

Dividettd:

Your Directors have not recommended for any dividend for the year under review with a view lo conserve the resources or Company.

Directors:

Mr Jaycsh B. Bhansali. Diredor of the Company shall be liable to retire by rotation hi Ihe forthcoming Annual .General Meeting and is eligible for re-appointment. 1 he Board recommends his re-appointment.

Statutory Auditor:

M/s 8. L. Dash.arda & Associates, Chartered Accountants (Firm Registration No: I12615W), the Staluioiy Auditors of lhe Company will retire al ihe ensuing Annual General Meeting and have continued their eligibility and willingness to accept office, if reappointed.

Your Directors recommend the appointment M/s B, I... Dasharda & Associates. Chartered Accountants, as Statutory Auditors of company by he year 20.14-2015.

Auditors'' Report:

The observations made by the Auditors in their Report read with tfie relevant notes as given in hu rJotes io Ihc Financial Statement for the year ended 31 si March, 2014 are self explanatory and being devoid of an} reservation, qualification or adverse remarks, does nol call for any farther information/explanation under Section 217(3) of (he Companies Act, 1956..

SECRETARIAL AUDTTORS

Mfs Ratlii & Associates, Practicing Company Secretaries, have been appointed as. Secretarial Audilor of Company for FY 2014-15. who will conduct ihe requisite Secretarial audit of the company,

Deposits:

The Company has nol accepted any Deposit within the meaning of" Section 5SA of the Companies Act, 1956 read wilh the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review

Pursuant to the proviso of Section 383 A (I) of the Companies Act. 1956 read with the Companies (Compliance Certificate} Rules 2001.the Secretarial Compliance Certificate obtained from M/s, Rathi &. Associates. Company Secretaries in Whole-time Practice, is annexed to this report forming its integral part.

Particulars of Employees:

During the year ended 31st March, 2014, no employee of the company was in receipi of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) or the Companies Act. 1956 read with the Companies (Particulars of tmployees) Rules, 1975 as amended, hence no statement is required to be annexed in this regard.

The requirements of disclosures in terms of Section 217 ([) (e) of the Companies Act. 1956, read with the Companies (Disclosures or l he Particulars in the Rejjori of the Board of Directors) Rules. 1 S)K8 pertaining io the conservation of energy and technology absorption are not applicable to tijje Company due to the very nature of the industry in which the Company operates.

During the year under review, there was no foreign exchange earnings and outgo.

Directors responsibility Statement:

Pursuant to Section 2I7(2AAj of the Companies AcL 10^6. your Directors based on the representations received from the management and after due inquiry, confirm that:

-In the preparation, of the Annual Accounts, the applicable Accounting Slandafds have been followed arid no deviations have been made.

-That the Directors have selected such accounting policies and applied them consistently and made judgment and tslimates that are reasonable and prudent so as 10 give a true and.fair view of the state of affairs of the Company at the end of the financial earand of the profit of the Company for that year.

- That ihe Directors have taken proper and sufficient care for (he maintenance of adequate accounting records in accordance with the provisions of this Aei for safeguarding ihe assets of the Company and for preventing and detecting fraud and other irregularities.

- That Ihe Directors have prepared the Annual Accounts for the year ended 31St March, 2014 on a going concern basis.

Acknowledgement:

Your Directors wish to place on record iheir deep appreciation and hearTfch thanks to the Banks.

Statutory Authorities, Govern merit, Customers. Vendors, Stakeholders and other related organizations who through their continued support and patronage have enabled the company lo function smoothly and grow in such competitive environment. Your Directors express their deep appreciation lo the Company''s employees at all levels for their hard work, dedication, commitments outstanding efforts and valuable contributions made In all spheres of the operations of Com pan v.

For and on behalf of the Board uf Directors

Place: Mumbai Dated: 30th May. 20J4 Mr. BM. Bhansali Mr. Jayesh B. JJhansali Director Director (DIN :00102930) -->

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31SI March. 2013.

Financial and Operational Results

Financial and operational Results of Company for the year ended 31" March. 2013 areas mentioned hereunder;

(Amt in)

Particulars Current Financial Year 31*'' Previous Financial March, 2013 Year31sl Marh,2012

Total Income 902,904 995,414

Less Expenses 127,386 787,951

Profit/ (Loss) before Tax 775,518 207,463

Less. Provision for Tax NIL NIL

Net Prof!/(Net Loss) after Tax 775,518 207,463

Add: Balance of Profit brought forward 3,113,367 from previous year 2,905,904

Total Reserves and Surplus 3,888,885 3,113,367

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 902, 904/- and the total expenditure amounted to Rs. 1.27,386/-. Thus profit earned by Company is Rs. 775.518/-. The accumulated Balance carried forward to the Reserves and Surplus of Company stands at Rs. 3,888,885/-.

Dividend:

Your Directors have not recommended for any divided for the year under review with a view to conserve the resources of Company.

Directors:

Mr. B.M. Bhansali. Director of the Company shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

¦ In the preparation of the Annual Accounts, (he applicable Accounting Standards have been followed and no deviations have been made.

¦ That 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 slate of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

¦ Thai the Directors have laken proper and sufficient care for ihe 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.

¦ That the Directors have prepared the Annual Accounts for the year ended 3" March. 2013 on a going concern basis.

Statutory Auditors:

M/s B. L. Dasharda & Associates, Chartered Accountants (Firm Registration No: 112615W), the Statutory Auditors of the Company will retire at Ihe ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend the appointment M/s B. L. Dasharda & Associates, Chartered Accountants, as Statutory Auditors of company for the year 2013-20)4.

A uditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in Ihe Notes to the Financial Statement for the year ended 31" March, 2013 arc self explanatory and being devoid of any reservation, qualification or adverse remarks, docs not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

Deposits:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act. 1956 read with the Companies (Compliance Certificate) Rules 2001.the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates. Company Secretaries in Whole-lime Practice, is annexed to this report forming its integral part.

Particulars of Emph vees:

During the year ended 31" March, 2013, no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Aci, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no statement is required to be annexed in this regard.

Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo:

The requirements of disclosures in terms of Section 217 (I) (e) of the Companies Act. 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of ihe industry in which the Company operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgement:

Your Directors wish 10 place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government. Customers, Vendors, Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the Company''s employees at all levels for their hard work, dedication, commitment- outstanding efforts and valuable contributions made in all spheres of the operations of Company. For and on behalf of the Board of Directors Place: Mumbai

Dated: 26"1 May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their Annual Report on the business operations of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2012

Financial and Operational Results

Financial and operational Results of Company for the year ended 31st March, 2012 are as mentioned hereunder:

(Amt in Rupees)

Particulars Year Ended Year Ended 31st March, 2012 31stMarh,2011

Total Income 995,414 31,300

Total Expenses 787951 75560

Profit/ (Loss) before Tax 207,463 (44,260)

Less: Provision for Tax 0 0

Less: Income Tax of earlier year 0 0

Net Profit/ (Net Loss) after Tax ; 207,463 (44,260)

Add: Balance of Profit brought forward from 2,905,904 2,950,164

previous year

Reserves and Surplus 3,113,367 2,905,904

Dividend:

Your Directors have not recommended for dividend for the financial year 2011-2012 with a view to conserve the resources with Company

Directors:

Mr Jayesh B Bhansali Director of the Company shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment The Board recommends for his re-appointment

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

In the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made

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 at the end of the financial year and of the profit of the Company for that year

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

the Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2012 on a going concern basis

Auditors:

M/s B L Dasharda & Associates Chartered Accountants, Auditors of the Company retiring at the ensuing Annual General Meeting is eligible for re-appointment The Company has received a eligibility certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 The Board recommends for the re-appointment of Statutory Auditors

Auditors' Report:

The Audit Report being devoid of any qualification and self explanatory, do not call for any further comments under Section 217(3) of the Companies Act, 1956

Deposits:

The Company has not accepted or renewed any deposit from public during the year under review Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001,the Secretarial Compliance Certificate obtained from M/s Rathi & Associates, Company Secretaries in Whole-time Practice, is annexed to this report forming its integral part

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration equal to or exceeding the limits as prescribed viz Rs 60,00,000 per annum or Rs 5,00,000 per month under Section 217 (2 A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 Hence, no statement is required to be annexed in this respect Conservation of Energy, Technology Absorption Foreign Exchange Earnings and Outgo: The requirements of disclosures in terms of Section 217 (I) (e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates During the year under review, there was no foreign exchange earnings and outgo

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution

For and on behalf of the Board of Directors

Place: Mumbai

Dated: 10th August, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business operations of the Company and the Audited Accounts for the year ended 31st March. 2011.

Financial Results:

(Amt in Rupees)

Particulars Year Ended 31st Year Ended 31st March, 2011 March, 2010

Total Income 31,300 30,800

Profit/(Loss) before Tax (44,260) (9,290)

Less: Provision for Tax 0 0

Less: Income Tax of earlier year 0 0

Net Profit/ (Net Loss) after Tax (44,260) (9,290)

Add: Balance of Profit brought forward from 2,950,164 2,959,454

previous year

Balance carried forward to Balance Sheet 2,905,904 2,950,164

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 31,300/- comprising mainly of Commission and Dividend. The total expenditure incurred by the Company has amounted to Rs. 75.560/-. This has led to loss of Rs. 44,260/-. The Balance carried forward to the Balance Sheet is Rs. 29,05,904/-.

Your Company continues to be cautiously optimistic about its growth prospects for the current financial year.

Dividend:

Your Directors have not recommended payment of divided for the year under review with a view to conserve the resources.

Directors:

Mr. Lalitkumar M. Bhansali. Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made.

- that 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 sate of affairs of the Company at the end of the financial year end and of the profit of the Company for that year.

- 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.

- that the Directors have prepared the attached Statement of Accounts for the year ended March, 31 2011 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting is eligible for re-appointment. The Company has received a certificate from the Auditors to the effect their their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act. 1956 The members arc requested to appoint the Auditors for the current year and authorize the Board to fix their remuneration.

Auditors' Report:

Observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Fixed Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is attached to this report.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5.00,000/- or more per month, in case employed for part of the year. Hence there are no particulars to be annexed to this report as required under Section 217 (2 A) of the Companies Act. 1956 and the rules made thereunder

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and Outgo:

The requirements of disclosures in terms of Section 217 (l)(c) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules. 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Director Director

Place: Mumbai Dated: 12th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report on the business operations of the Company and the Audited Accounts for the year ended 31st March, 2010.

Financial Results:

(Amt in Rupees)

Particulars Year Ended 31st Year Ended 31st March, 2010 March, 2009

Total Income 30,800 897,400

Profit/ (Loss) before Tax (9,290) 818,762

Less: Provision for Tax 0 99,060

Less: Income Tax of earlier year 0 0

Net Profit/ (Net Loss) after Tax (9,290) 719,702

Add: Balance of Profit brought forward from 2,959,454 2,239,752

previous year

Balance carried forward to Balance Sheet 2,950,164 2,959,454

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 30,800/- comprising mainly of Commission and Dividend. The total expenditure incurred by the Company has amounted to Rs. 40,090/-. This has led to loss of Rs. 9,290/-. The Balance carried forward to the Balance Sheet is Rs. 29,50,164/-.

Your Company continues to be cautiously optimistic about its growth prospects for the current financial year.

Dividend:

Your Directors have not recommended payment of divided for the year under review considering the need to improve the net worth of the Company.

Directors:

Mr. B. M. Bhansali, Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

-In the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made.

-that 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 sate of affairs of the Company at the end of the financial year end and of the profit of the Company for that year.

-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.

- that the Directors have prepared the attached Statement of Accounts for the year ended March, 31 2010 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors for the current year and authorize the Board to fix their remuneration.

Auditors Report:

Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Fixed Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001,the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is attached to this report.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

Conservation of Energy, Technology Absorption, Foreisn Exchange Earnings and Outgo:

The requirements of disclosures in terms of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai

Dated: 31st May, 2010 Director Director

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Mar 31, 2009

The Directors have pleasure in presenting their Annual Report on the business operations of the Company alongwith the Statement of Audited Accounts for the year ended 31st March, 2009.

Financial Results:

(Amt. in Rs.)

Particulars Year Ended 31st Year Ended 31st March 2009 March 2008

Total Income 897,400 892,100

Profit/ (Loss) before Tax 818,762 858,686

Less: Provision for Tax 99,060 0

Net Profit after Tax 719,702 858,686

Less: Provision for taxation of earlier years 0 0

Add: Excess provision for taxation of earlier 0 0 years written back

Less: Balance of Profit brought forward from 2,239,752 1,381,066 last year.

Balance earned forward to Balance Sheet 2,959,454 2,239,752

Year under Review:

During the year under review, your Company earned total Income of Rs. 897,400/- comprising mainly of dividend income. Against this, the total expenses amounted to Rs. - 78,638/- incurred by the Company. This has led to a profit of Rs. 818,762/- as compared to a profit of Rs. 858,686/- before tax during the previous year. After adjusting thereto the balance of profit forward from last year of Rs. 2,239,752/-, a balance of profit of Rs. 2,959,454/- has been carried forward to the Balance Sheet.

Your Company continues to be cautiously optimistic about its growth prospects for the current financial year.

Dividend:

Your Directors do not recommend any dividend for the year under review.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jayesh Bhansali, Director of the Company, shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re- appointment. The Board of Directors recommends his re-appointment.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed.

- Your 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 at the end of the financial year and of the profit of the Company for that year.

- Your 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.

- Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2009 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

A uditors Report:

Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Fixed Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, Secretarial Compliance Certificate from Ms. Rathi & Associates, Company Secretaries in Whole time Practice, is attached to the report.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs.24,00,000/- or more per annum, if employed throughout the seat or Rs.2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217 (2A) of the companies Act, 1956 and the rules made thereunder.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

The requirements of disclosures in terms of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and On behalf of the Board

Place: Mumbai

Dated: 30th June, 2009 Director Director