Directors Report of Bervin Investment & Leasing Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 34^th (Thirty Fourth) Annual Report on the business and operations of BERVIN INVESTMENT AND LEASING LIMITED ("the Company") and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the year ended March 31, 2024 is summarized below:

(Amount in Rs. Thousand)

Particulars	Standalone Year ended March 31, 2024	Standalone Year ended March 31, 2023
Total Revenue	-	-
Other Income	120,684	108,638
Total Expenses	15,381	2,08,917
Profit/(Loss) before Tax (PBT)	1,05,302	(1,00,279)
Profit/(Loss) after Tax (PAT)	86,165	(1,00,279)

2. STATE OF THE COMPANY''S AFFAIRS

The total income of the Company for the F.Y 2023-24 was Rs. 120,684/- (Amount in Thousand) as compared to Rs. 108,638/- (Amount in Thousand) in the previous year 2022-23. The Company has registered profit after tax of Rs. 86,165/- (Amount in Thousand) as compared to loss in Previous Year of Rs. 100,279/- (Amount in Thousand).

3. SHARE CAPITAL

The paid up equity share capital as at March 31, 2024 stood at Rs. 58,981/- (Amount in Thousand). There has been no increase / decrease in the Authorised and Paid up Share Capital of your Company during the year under review.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

4. DIVIDEND

In order to conserve resources of the Company for continuing its business operations the Company has not declared dividend.

5. RESERVES

The company has transferred an amount of Rs. 17,233/- (Amount in Thousand) to Reserve Fund, as per the Sec 45-IC of the RBI Act, 1934.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business carried on by your Company during the year under review.

8. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

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 your Company to which the Financial Statements relate and the date of Board Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

11. OVERVIEW OF SUBSIDIARIES AND ASSOCIATES/ JOINT VENTURES

During the financial year 2023-24 under review, M/s. Bervin Investment and Leasing Limited, holds investment in M/s. Wavin India Limited by more than 20% of the total paid up share capital of M/s. Wavin India Limited. As per IND AS 28, para 6, if an investor holds, directly or indirectly (e.g. through subsidiaries), 20% or more of the voting power of the investee, it is presumed that the investor entity has significant influence unless demonstrated otherwise.

However as per para 7 of the Standard, there has to be existence of significant influence by an investor which is usually evidenced in one or more of the following ways:

a) Representation on the board of directors or equivalent governing body of the investee;

b) Participation in policy-making processes, including participation in decisions about dividends or other distributions;

c) Material transactions between the investor and its investee;

d) Interchange of managerial personnel; or

e) Provision of essential technical information.

Since none of the above influence(s) exist in any way, therefore M/s Bervin Investment and Leasing Limited has no significant influence or control in or on M/s Wavin India Limited. And accordingly M/s. Wavin India Limited ceases to be an associate of M/s. Bervin Investment and Leasing Limited as defined in the Standard namely IND AS 28.

12. CREDIT RATING

The Company is not required to obtain any credit rating from the credit rating agencies.

13. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the website of the Company at www.bervin.com

14. AUIDTORS

A) STATUTORY AUDITOR

In terms of provisions of Section 139 of the Companies Act, 2013, M/s Krishan K. Gupta & Co., Chartered Accountants (FRN.: 000009N) were re-appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting (AGM) held on September 27, 2023, to hold office till the conclusion of 38^th AGM of the Company to be held in the year 2028.

B) SECRETARIAL AUDITOR

M/s Manisha Gupta and Associates are appointed as the Secretarial Auditor of the Company for the financial year 2023-24 for conducting the Secretarial Audit of the Company.

C) INTERNAL AUDITOR

Mr. Manoj Kumar Prajapati is the Internal Auditor of the Company for the Financial Year 2023-24. He is a qualified Chartered Accountant with over 19 years'' experience in assignments involving fraud investigation, risk assessment, AML/ KYC review, internal control assessment, vendor due diligence, FCPA due diligence and market intelligence.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE STATUTORY AUDITOR(S) AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT

• STATUTORY AUDIT REPORT

The Auditors Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remarks or disclaimer in the Auditor''s Report on the financial of the Company. The observations of the Auditors in their report are selfexplanatory and therefore, in the opinion of the Directors, do not call for further comments. Report. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

The detailed report is annexed as Annexure VI along with Financials of the Company as Annexure VII.

• SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor is self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. The report in Form MR-3 along with Secretarial Compliance Report is attached as Annexure II.

16. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with IND AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master Directions issued by RBI for NBFCs.

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

17. CORPORATE GOVERNANCE REPORT

The corporate governance philosophy of your Company is derived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organization. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

It is annexed along with the Practicing Company Secretaries'' Certificate thereon, for the year under review prepared in accordance with the Part C of Schedule V of SEBI Listing Regulations and as required under the Master Direction - Non-Banking Financial Company - Non-Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, forms part of this Annual Report as Annexure I.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed review by the management of the operations, performance and future outlook of the Company and its business pursuant to Regulation 34(3)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is presented in a separate section forming part of this Annual Report as Annexure III.

19. RELATED PARTY TRANSACTIONS

The Company has adopted a Policy and a Framework on Related Party Transactions ("RPTs") for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The policy of Related Party Transactions is updated on the website of the Company at www.bervin.com.

Further, during the year, your Company has not entered into contract or arrangement or transaction with the Related Parties. In view of the above, disclosure in Form AOC-2 is not applicable. For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

20. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year. There were no unclaimed or unpaid deposits lying with your Company.

21. DISCLOSURE OF COMPOSITION OF COMMITTEES

Currently, the Board has four committees namely:-

Audit Committee.

Nomination and Remuneration Committee.

Stakeholder Relationship Committee Corporate Social Responsibility Committee

1. Audit Committee

The Audit Committee consists of Mr. Vivek Manohar Padgaonkar (Independent Director and Chairman of the Committee) and Mr Alok Saklani (Independent Director and Member of the Committee), Mr. S. K. Murgai (Non-Executive, Non-Independent Director and Member of the Committee)

2. Nomination and Remuneration Committee

The Nomination & Remuneration Committee consists of Mr Alok Saklani (Independent Director and Chairman of the Committee), Mr. Vivek Manohar Padgaonkar (Independent Director and Member of the Committee), and Mrs. Kalpana Umakanth (Non-Executive, Non-Independent Director and Member of the Committee).

3. Stakeholder Relationship Committee

The Stakeholder Relationship Committee consists of Mr. Vivek Manohar Padgaonkar (Independent Director and Chairman of the Committee), Mr S.K Murgai (Non-Executive, Non-Independent Director and the Member of the Committee), and Mrs. Kalpana Umakanth (Non-Executive, Non-Independent Director and the Member of the Committee)

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of Mr S.K Murgai (Non-Executive, NonIndependent Director and Chairman of the Committee), Mr. Vivek Manohar Padgaonkar (Independent Director and Member of the Committee) and Mrs. Kalpana Umakanth (Non-Executive, NonIndependent Director and Member of the Committee)

22. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder and Regulation 22 of the SEBI Listing Regulations, Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee, who oversee the Vigil Mechanism.

23. WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees, if any, who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed.

The Vigil Mechanism and Whistle Blower Policy of the Company is available on the website of the Company www.bervin.com.

24. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Your Company''s policy on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board. Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.

The Remuneration Policy of the Company can be accessed on the Company''s website at www.bervin.com , a copy of which is open for inspection by the members during business hours on any working day at the registered office of the Company.

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company has no manufacturing activity, Directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption".

Further, there was no Foreign Exchange earnings and outgo during the year under review.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) DIRECTORS

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company. The Board''s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.

5 (Five) Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on May 29, 2023, August 11, 2023, August 29, 2023, November 10, 2023 and February 12, 2024. The required quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 ("Act").

Your Company has an optimum mix of Directorship which is essential to effectuate the main functions of the Board. As on March 31, 2024, following is the composition of the Board:-

NAME OF DIRECTOR	CATEGORY
Mr. S.K. Murgai (DIN: 00040348)	Non- Executive Director, Non-Independent Director
Mrs. Kalpana Umakanth (DIN: 00105594)	Non- Executive Director, Non-Independent Director
Mr. Alok Saklani (DIN: 09748014)	Non- Executive Director, Independent Director
Mr. Vivek Manohar Padgaonkar (DIN: 10000948)	Non- Executive Director, Independent Director

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2023-24 and attendance of the Directors at such meeting is provided in the "Corporate Governance Report".

During the year under review there has been no change in the composition of Board of Directors of the Company. During the period under review, Mrs. Kalpana Umakanth (DIN: 00105594), Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for reappointment.

B) KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh Chandra Jain, Chief Financial Officer and Manager and Ms. Kalpana Umakanth, Director and Company Secretary are the Key Managerial Personnel of the Company. There was no change in the KMP of the Company during the period under review.

C) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 12^th February, 2024, without the attendance of non- independent Directors and members of Management. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

27. DISCLOSURE OF COMPOSITION OF COMMITTEES

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

1. Audit Committee (ACM).

2. Nomination and Remuneration Committee (NRC).

3. Stakeholder Relationship Committee (SRC).

4. Corporate Social Responsibility Committee (CSR).

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

28. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & DETAILS OF ATTENDANCE A) BOARD MEETINGS

The Board met 08 (Eight) times during the year on the following dates:-

S. NO.	DATE OF MEETING
1	29-05-2023
2	11-08-2023
3	29-08-2023
4	10-11-2023
5	12-02-2024

B) DATE OF COMMITTEE MEETINGS

During the year under review, The Audit Committee of the Board met 5 (Five) times and Nomination and Remuneration Committee of the Board met 4 (Four) times, and Stakeholders Relationship committee met 4(four) times and Corporate Social Responsibility Committee Meeting met only 1 (One) time respectively on the following dates:-

Sr. No.	Date of Audit Committee Meeting	Date of Nomination & Remuneration Committee Meeting	Date of Stakeholder Relationship committee Meeting	Date of Corporate Social Responsibility Committee Meeting
1	29-05-2023	29-08-2023	29-05-2023	29-05-2023
2	11-08-2023	12-02-2024	11-08-2023	29-08-2023
3	29-08-2023		10-11-2023
4	10-11-2023		12-02-2024
5	12-02-2024

During the year under review, the Independent Directors of the Company met once on February 12, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

29. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure IV. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure V.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

31. RISK MANAGEMENT POLICY

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Company is continuously reviewing the internal financial controls systems and risk management process to further strengthen the same.

32. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. Adequate records and documents were maintained as required by laws. The Company''s audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

33. BOARD EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors. The criteria for evaluation of the Board as a whole, interalia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

34. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided by Directors.

35. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR policy of the Company is available on the Company''s website at www.bervin.com

For FY 2023-24, the Company has incurred losses, hence CSR is not applicable on the Company for the financial year under review.

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31^st, 2024 and of the profit and loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis; and

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

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

37. DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder the Company is not required to maintain the Cost Records.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace but has not set up Committee for implementation of said policy as it is not applicable on the Company.

During the year, no complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013.

39. REPORTING OF FRAUDS

In terms of Section 143(12) of the Companies Act, 2013, there are no frauds on or by the Company which were required to be reported by the Statutory Auditors of the Company to the Central Government.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standard issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings

41. WEB ADDRESS OF THE COMPANY

The website of the Company is www.bervin.com

42. LISTING ON STOCK EXCHANGES

The Company''s shares are listed on BSE Limited ("BSE").

43. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to all for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you Company.

FOR ON BEHALF OF BOARD OF DIRECTORS BERVIN INVESTMENT AND LEASING LIMITED

Kalpana Umakanth Satish Kumar Murgai

Director Director

DIN:00105594 DIN: 00040348

Date: August 8, 2024 Place: New Delhi

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Mar 31, 2015

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars Current Year Previous Year

(Amount in (Amount in Rs

Gross Income 15,09,813 5,10,200

Profit / (Loss) Before Interest and Depreciation 10,53,049 (-) 33,92,005

Finance Charges 997 509

Gross Profit 10,52,052 (-) 33,92,514

Provision for Depreciation 387 444

Net Profit Before Tax 10,51,665 (-) 33,92,958

Provision for Tax (-) 1,39,676 0

Net Profit After Tax/Deficit 911,989 (-) 33,92,958

Adjustment for Investments market value (-) 43,37,750 (-) 63,53,711

Balance of Profit brought forward (-) 4,17,40,983 (-)3,19,94,314

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

"Surplus carried to Balance Sheet (-) 4,51,66,744 (-) 4,17,40,983

2. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs 5,89,81,000/- (Rupees Five crore Eighty Nine Lakhs and Eighty One Thousand Only/-). During the year under review the Company has not issued any fresh share capital.

(a) BUY BACK OF SECURITIES

The Company has not bought back any of its Securities during the year under review.

(b) SWEAT EQUITY

The company has not issued any sweat equity shares during the year under review.

(c) BONUS SHARES

No Bonus shares were issued during the year under review.

Id) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any stock scheme to the employee. 3. DIVIDEND

No Dividend was declared for the current Financial Year due to insufficient profit.

4. RESERVES:

During the year under review no amount was transferred to any reserves.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 205C of the Companies Act, 1956 do not apply as the Company has not declared any dividend in the past.

6. CHANGE IN THE NATURE OF BUSINESS:

There is No Change in nature of Business as compared to last financial year.

7. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of the Company.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31st, 2015 and the date of the Directors' report.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

10. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no subsidiaries, joint ventures and associate companies.

11. DEPOSITS

The company has neither accepted nor renewed any deposits during the financial year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE AUDTIORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:

The Auditors' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report issued by Mrs. Manisha Gupta, Practising Company Secretary have the following qualification, reservation or adverse remark:

1. The Company has not appointed Managing Director and Chief Financial Officer in accordance of the requirement of Section 203 of Companies act, 2013 read with Rule 8 of Companies (Appointment and remuneration of managerial personnel) Rules, 2014.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMETTEE AND PROVIDING VIGIL MECHANISM

The Provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meeting of the Board and its powers) Rule, 2014 is not applicable to the Company. The Audit Committee continued working under Chairmanship of Mr. A. C. Rekhi with Mr. S. K. Murgai as co-members. During the year, the sub-committee met on seven occasions with full attendance of all the members.

The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of Category Attendance at Board Meetings held or Director 28/04/ 2014 18/06/ 2014 28/07/ 2014 26/08/ 2014 19/09/ 2014 28/10/ 2014 24/01/ 2015

Mr.A.C. Indepen dence Rekh* N.E.D Yes Yes Yes Yes Yes Yes Yes

Mr.S.K. Indepen dence Yes yes Yes Yes Yes Yes Yes Murgai N.E.D

14. STATUTORY AUDITORS

M/s Krishan K Gupta & Co., Chartered Accountants, as appointed as statutory auditors of the Company for a period of one year in the Annual General Meeting held on 30.09.2014 their continuance of appointment. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

15. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT- 9 pursuant to the provisions of the section 92 read with Rule 12 of the Companies (Management and Administration) Rule, 2014 is furnished in Annexure-T' and attached to the report.

16. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity, directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption".

Further, there was no Foreign Exchange earnings and outgo during the year under review.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. V. K. Berlia, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

18. NO. OF BOARD MEETINGS:

Pursuant to Section 173 (1) of the Companies Act, 2013, Seven meetings of Board of Directors were held in the year ended 31st March, 2015.

28-04-2014 26-08-2014 24-01-2015

18-06-2014 19-09-2014

28-07-2014 28-10-2014

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts/arrangements with the Related Parties for the year under review. Thus the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

21. RISK MANAGEMENT POLICY. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The company does not have any risk management policy in place, however there is generally an adequate internal control procedure commensurate with the size of the company and nature of the Business. Further no element of risk was identified which in the opinion of the Board may threaten the existence of the Company.

22. Board Evaluation

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

23. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 have been provided by directors.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31st, 2015 and of the profit and loss of the company for that period;

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

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

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

25. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

26. LISTING WITH STOCK EXCHANGES:

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110002. and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

The Annual Listing fee is being paid.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has not adopted a policy for prevention of Sexual Harassment of Women at workplace and has not set up Committee for implementation of said policy as there are no employees in the company during the year.

28. CORPORATE GEVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

29. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you company.

FOR ON BEHALF OF BOARD OF DIRECTORS

BERVIN INVESTMENT & LEASING LIMITED

V. K. BERLIA S. K. MURGAI

Director Director

(DIN : 00196774) (DIN : 00040348)

PLACE : NEW DELHI

DATE : APRIL 27, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report together with audited accounts of your company for the year ended March 31, 2014.

(Figures in Rs. 000)

PERFORMANCE 2013-2014 2012-2013

Gross Income / Deficit 510 1721

Profit / Deficit before Depreciation (-) 3393 1403

Less: Depreciation 0 1

Less: Tax for earlier year - -

Add: Income Tax Adjustment for earlier years 0 10

Profit after tax / Deficit (-) 3393 1412

Less: Adjustment for Investments market value 6354 3317

Balance brought forward (-) 31994 (-) 30089

Balance to Balance Sheet (-) 41741 (-) 31994

DIVIDEND :

The Directors do not recommend Dividend.

DIRECTOR''S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, as at March 31,2014 and the profit of the company, for the said period.

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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. S. K. Murgai retire by rotation and being eligible, offer himself for re-appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

A.C.REKHI Dated: April 28, 2014 Chairman Place: New Delhi

---

Mar 31, 2013

The Directors have pleasure in presenting their 23rd Annual Report together with audited accounts of your company for the year ended March 31, 2013.

(Figures in !000)

PERFORMANCE 2012-2013 2011-2012

Gross Income / Deficit 1721 386

Profit / Deficit before Depreciation 1403 58

Less: Depreciation 1 1

Less: Tax for earlier year - 11

Add: Income Tax Adjustment for earlier years 10 --

Profit after tax / Deficit 1412 46

Less: Adjustment for Investments market value 3317 494

Balance brought forward (-) 30089 (-) 29641

Balance to Balance Sheet (-) 31994 (-) 30089



DIVIDEND :

The Directors do not recommend Dividend.

DIRECTOR''S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company''s business, as at March 31,2013 and the profit of the Company, for the said period.

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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. Ram Avtar Sharma resigned on 30.07.2012 from Directorship.

Mr. A. C. Rekhi retire by rotation and being eligible, offer himself for re- appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf AN Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.



FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS



A.C.REKHI

Dated: April 29, 2013 Chairman

Place: New Delhi

---

Mar 31, 2012

The Directors have pleasure in presenting their 22nd Annual Report together with audited accounts of your company for the year ended March 31, 2012.

(Figures in Rs. 000)

PERFORMANCE 2011-2012 2010-2011

Gross Income / Deficit 386 (-) 139

Profit / Deficit before Depreciation 58 (-) 556

Less: Depreciation 1 1

Tax for earlier year - -

Profit after tax / Deficit 57 (-) 557

Less: Adjustment for Investments market value 494 2505

Balance brought forward (-) 29641 (-) 26579

Balance to Balance Sheet (-) 30078 (-) 29641

DIVIDEND :

The Directors do not recommend Dividend,

DIRECTOR'S RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956,

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Company's business, as at March 31,2012 and the profit of the company, for the said period.

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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. V. K. Berfia & Mr. T.S. Grover retire by rotation and being eligible, offer themselves for re-appointment.

b) Auditors; M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf All Road, New Delhi-110002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400001. The annual listing fee is being paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS

A.C.REKHI

Dated: April 24, 2012 Chairman

Place: New Delhi

---

Mar 31, 2011

The Directors have pleasure in presenting their 21st Annual Report together with audited accounts of your company for the year ended March 31, 2011.

(Figures in 000)

PERFORMANCE 2010-2011 2009-2010

Gross Income / Deficit (-) 139 (-) 398

Profit / Deficit before Depreciation (-) 556 (-) 650

Less: Depreciation 1 1

Tax for earlier year - 6

Profit after tax / Deficit (-) 557 (-) 657

Less: Adjustment for investments market value 2505 20796

Balance brought forward (-) 26579 (-) 46717

Balance to Balance Sheet (-) 29641 (-) 26579

DIVIDEND :

The Directors do not recommend Dividend.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following :-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Companys business, as at March 31,2011 and the profit of the company, for the said period.

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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and

Safe is being carried on.

DIRECTORS a AUDITORS

a) Directors: Mr. A.C.Rekhi , Mr. S..K. Murgai and Mr. Ramavtar Sharma retire by rotation and being eligible, offer themselves for re-appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110 002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400 001. The annual listing fee has been paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

A.C.REKHI

Dated: April 29, 2011 Chairman

Place: New Delhi

---

Mar 31, 2010

The Directors have pleasure in presenting their 20™ Annual Report together with audited accounts of your company for the year ended March 31, 2010.

(Figures in 000)

PERFORMANCE 2009-2010 2008-2009

Gross Income / Deficit (-) 398 2019

Profit / Deficit before Depreciation (-) 650 1677

Less: Depreciation 1 1

Tax for earlier year 6 -

Profit after tax / Deficit (-) 657 1560

Less: Adjustment for Investments market value 20796 (-) 57056

Transfer to General Reserve - -

Balance brought forward (-) 46717 8779

Balance to Balance Sheet (-) 26579 (-) 46718



DIVIDEND :

The Directors do not recommend Dividend.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the Annual Financial Statements, the company adhered to the following:-

1) In the preparation of the said Financial Statements, the company has followed the applicable Accounting Standards, referred to in Section 211 (3-C) of the Companies Act, 1956.

2) The Company has followed the said Accounting Standards and has been applying them consistently and has made judgments and estimates that are reasonable, prudent and are in the interest of the Companys business, as at March 31,2010 and the profit of the company, for the said period.

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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Financial Statements on a going concern basis.

CORPORATE GOVERNANCE

Corporate Governance report is attached.

DEPOSITS

The company has not accepted any deposit attracting the provisions of Sec. 58A of the Companies Act, 1956.

BUSINESS

No leasing business was undertaken. Activity relating to investment Purchase and Sale is being carried on.

DIRECTORS & AUDITORS

a) Directors: Mr. V.K. Berlia & Mr. T.S. Grover retire by rotation and being eligible, offer themselves for re-appointment.

b) Auditors: M/s. Krishan K Gupta & Co. Chartered Accountants, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY

Regarding information as per section 217(1) (e) of the Companies Act, 1956 the Company has no activity relating to Conservation of energy or technology absorption.

STOCK EXCHANGE

The shares of the company are listed at Delhi Stock Exchange Limited, DSE House, 3/1, Asaf Ali Road, New Delhi-110 002 and Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001. The annual listing fee has been paid.

PARTICULARS OF EMPLOYEES

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 is Nil.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the sincere co-operation the company has received from its bankers and associated personnel.



FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS

A.C.REKHI

Dated: April 29, 2010 Chairman

Place: New Delhi