Directors Report of Beryl Securities Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their Twenty Ninth Annual Report of the Company along
with the Audited Accounts for the financial year ended on 31^st March 2024.

1. FINANCIAL RESULTS AND OPERATION :

The financial performance of the Company during the financial year has been summarized as follows:

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Income from interest	82.01	77.25
Other income	1.37	1.50
Total Expenditure excluding depreciation	58.00	58.31
Depreciation	0.41	0 .63
Profit/ (loss) before tax	26.00	19.81
Adjustment of Provision for Tax	(0.27)	(0.68)
Profit/ (loss) after tax	17.65	13.16
Other Comprehensive Income	0	0
Total Comprehensive Income	17.65	13.16

2. PERFORMANCE OF THE COMPANY:

During the year under review the company earn profit of Rs. 17.65 lac in comparison to last year profit of Rs.
13.16 lacs. Your directors are putting their best effort to turn the company into more profit-making company.
The directors are putting their best efforts to increase the income with reducing the cost incurred. Your
management is very hopeful to achieve better results in forthcoming period and expects to achieve better
financial results as per the perception of the Shareholders of the Company.

3. DIVIDEND:

Your directors propose to preserve the profits for the growth of the company and do not recommend any
dividend for the year 2023-24 (Previous year: Nil)

4. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit from the public during the year except as allowed
by RBI being NBFC.

5. RBI REGISTRATION:

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continuing
during the year under review. Further, pursuant to Non-Banking Financial Companies Auditor''s Report
(Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been
received by the Board of Directors of the Company. This report shows that the Company has complied with
all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis forms an
integral part of this report and gives detail of the overview, industry structure and developments.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board made the following appointments/ re-appointments based on the recommendations of the
nomination and remuneration committee:

APPOINTMENTS & RE- APPOINTMENTS:

• Mr. Agam Gupta appointed as Chief Financial Officer (CFO) & Key Managerial Personnel (KMP) of the
Company w.e.f. from 25th July, 2024 in place of Mr. Udai Lal Dhakar who submitted his resignation w.e.f.
24th July 2024.

• Mr. Vineet Bajpai (DIN: 08098068), Mr. Sanyam Jain (DIN: 08604083) and Mr. Anshul Gupta (DIN:
09356735) were appointed as Additional Directors with effect from February 13, 2024 and further confirmed
in the Extra-ordinary General meeting held on 11th May 2024.

• Mrs. Kratika Tiwari (DIN: 08456164) and Mrs. Neha Sarda (DIN: 08456141), Independent Directors, whose
period of office expired on 30th May, 2024 were re-appointed in the 29th Annual General Meeting of the
Company held on 23rd September 2024 for the term of 5 (Five) consecutive years effective from 30th May,
2024 to 30th May, 2029.

• Further the Company proposed to appoint Mr. Vineet Bajpai (DIN: 08098068) as the Managing Director of
the Company in place of Mr. Sudhir Sethi (DIN: 00090172) in the ensuing 30th Annual General Meeting for
the period of 5 years subject to the approval of members.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with respect to
Director''s responsibility statement and subject to where so ever otherwise contained in the Audit Report,
Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2024 the
applicable accounting standards subject to notes to the accounts in Auditors Report had been followed,
along with proper explanation relating to material departures;

2. That the Director 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 period ended and profit of the Company for the period under
review;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

6. They have laid down internal financial controls, which are adequate and are operating effectively.

7. The Company''s Internal Auditors have conducted periodic audits to provide reasonable assurance that the
company''s approved policies and procedures have been followed.

9. AUDITORS:

Statutory Auditors:

The Company had appointed M/s. Subhash Chand Jain Anurag & Associates having registration No.
004733C allotted by the Institute of Chartered Accountants of India pursuant to the provisions of Section
139, 142 and other applicable provisions, if any, of the Companies Act, 2013, along with the relevant Rules
made thereunder, and based on the recommendations of the audit committee and board of directors of the
company to hold office for a term of five years from the conclusion of the 28th AGM until the conclusion of the
33rd AGM, at such remuneration and out of pocket expenses, as may be decided by the board of directors of
the company.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act
and Rules framed there under, either to the Company or to the Central Government.

The notes on accounts referred to and the Auditors'' Report are self-explanatory and therefore do not call for
any explanatory note.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The Companies (Accounts) Rules,
2014, the Board, has appointed Abhay Bhandari & Associates, Chartered Accountants, Indore, having
Institute of Chartered Accountants of India (ICAI) Firm Registration Number: 003443C, as Internal Auditors
of the Company. During the year the company continued to implement their suggestions and
recommendations to improve the internal control environment. Their scope of work includes review of
processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of
systems and processes and assessing the internal control strengths in all areas. Internal Auditor''s findings
are discussed with the management and suitable corrective actions have been taken as per the directions of
Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditor:

Mrs. Dipika Kataria, Practicing Company Secretary, was appointed to conduct the Secretarial audit of the
Company for the fiscal 2024, as required under Section 204 of the Companies Act, 2013 and rules there
under. The Secretarial Report for the fiscal 2024 forms part of this Annual report as Annexure- 2 to the
Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation and adverse
remark. The Board has appointed Mrs. Dipika Kataria, Practicing Company Secretary as Secretarial Auditor
of the Company for fiscal 2025.

Secretarial Auditor’s Certificate on Corporate Governance:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor''
certificate on Corporate Governance is enclosed as Annexure to the Board''s Report as. The Auditors''
Certificate for fiscal 2024 does not contain any qualification, reservation or any adverse remark.

10. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which
requires disclosures under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any
employee receiving Remuneration exceeding the limit specified therein or part thereof.

During the year under review, relationship with the employees is cordial.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

Since, Company is not a manufacturing Company; therefore, the particulars with respect to conservation of
energy & technology absorption as required under Companies (disclosure of particulars in the report of the
Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

12. CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17,
17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
Para C, D and E of Schedule V shall not apply to the Company. Though the Company is voluntarily complying
with all the provisions and provided the report on the Corporate Governance. Further the certificate by the
auditor is also attached Annexure 4

13. LISTING AT STOCK EXCHANGES:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and Jaipur Stock
Exchange Limited.

14. COMMITTEES OF THE BOARD:

Currently, the Board has Three Committees: The Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee. A detailed note on the composition of the Board
and its committees is provided in the Corporate Governance Report section of this Annual Report.

15. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on
transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this
report.

16. ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2024 in Form MGT - 7 in accordance with Section 92(3)
of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the
website of the Company http://www.berylsecurities.com

17. CORPORATE SOCIAL RESPONSIBILITY

The policy of the Corporate Social Responsibility is not applicable to the Company.

18. VIGIL MECHANISM

A "Vigil Mechanism Policy” for directors and employees of the Company is constituted, to provide a
mechanism which ensures adequate safeguards to employees and Directors from any victimization on
rising concerns of any violation of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc.

The details pertaining to establishment of vigil mechanism for employees and directors are included in the
Corporate Governance Report which forms part of this report.

19. NUMBER OF BOARD MEETINGS:

5 Board Meetings were held during the financial year from 1st April, 2023 to 31st March, 2024. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

20. FINANCIAL YEAR:

Pursuant to Section 2(41) of the Companies Act, 2013, the Company adopted April- March as its Financial
Year. The Financial Year of the Company shall be for a period of 12 months i.e. 1st April to 31st March.

21. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
During the financial year, significant changes and commitments have occurred that may impact the financial
position of the Company:

Change in Management:

The Company received approval from the Reserve Bank of India (RBI) via letter BPL.DOS.SED. No.S4
12/00.10.066/2023-2024 dated 10 October 2024, regarding the appointment of three new Additional
Directors, namely:

- Mr. Anshul Gupta (DIN: 09356735)

- Mr. Sanyam Jain (DIN: 08604083)

- Mr. Vineet Bajpai (DIN: 08098068)

These Directors were appointed on 13 February 2024 and were subsequently regularized during the
Extraordinary General Meeting (EGM) held on 11 May 2024.

Change in Shareholding:

The Company also received RBI approval via letter BPL.DOS.SED. No. S462100.10.066/2023-2024 dated
09 November 2023, for a significant change in shareholding. This involved the transfer of 26% or more of the
paid-up equity capital.

Reclassification of Promoters :

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Company has
filed an application under Reg. 31A (10) for the reclassification of existing promoters from "Promoter
category to public category”. The reclassification application in pending for approval with Bombay Stock
Exchange, Mumbai. Additionally, the Acquirers, Mr. Vineet Bajpai, Mr. Sanyam Jain, and Mr. Agam Gupta,
who joined through the Open Offer, have been reclassified as promoters and the Board took note of the same
in their meeting held on 1 July 2024.

These changes reflect strategic decisions taken by the Company to align its management and shareholding
structure with its long-term business objectives. The implications of these changes will be monitored closely
to ensure they positively contribute to the Company''s financial position and overall governance.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of
the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015.

23. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of I ndependent Directors was held on 29th March, 2024 to
discuss:

• Evaluation of the performance of Non- I ndependent Directors and Board of Directors as a whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the
Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the management and the
Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

24. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established
connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository
system, Members are requested to avail the facility of dematerialization of shares with either of the
Depositories as aforesaid. As on March 31,2024, 74.89% of the share capital stands dematerialized.

25. INTERNAL CONTROL SYSTEM:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable disclosures.

26. COMPOSITION OF AUDIT COMMITTEE:

As per the requirement of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act, 2013. The present strength of the Audit
Committee comprises of Mr. Sanjay Sethi, Mrs. Kratika Tiwari and Mrs. Neha Sarda. Mrs. Neha Sarda is the
Chairperson of the Audit Committee of the Company. The recommendations of audit committee were duly
accepted by the Board of Directors

27. BOARD EVALUATION:

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and applicable Regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal
mechanism for evaluating its performance and as well as that of its Committees and Individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman
and the Non-Independent Directors were carried out by the Independent Directors. The Directors were
satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board
and its Committees with the Company.

28. WEB LINK OF THE COMPANY:

The Web link of the Company is Website. www.berylsecurities.com

29. REVISION IN FINANCIAL STATEMENTS OR BOARD’S REPORT U/S 131(1) OF THE COMPANIES
ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board''s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

30. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

A certificate of Non-Disqualification of Directors is also required to be submitted and in this regard a
certificate from Dipika Kataria., Practicing Company Secretary that none of the directors on the board of the
company have been debarred or disqualified from being appointed or continuing as director by SEBI/MCA or
any such authority is attached and forms part of this report as Annexure 3.

WTD/CFO CERTIFICATION:

The Whole Time Director(WTD) have issued certificate pursuant to the provisions of Regulation 17(8) of the
SEBI(LODR) Regulations, 2015 certifying that the financial statements do not contain any materially untrue
statement and these statements represent a true and fair view of the Company''s affairs. The said certificate
is annexed and forms part of the Annual Report as Annexure-5.

31. APPLICABILITY & PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 &
THEIR STATUS

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the Company.

32. DIFFERENCE IN VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE
TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the
difference in valuation does not arise.

33. ACKNOWLEDGEMENT:

Your Company is grateful for the continued Company-operation and assistance extended to it by the
Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your director also
expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the
Company.

By Order of the Board

Registered Office: for Beryl Securities Limited

133, Kachan Bagh,

Indore-452001 ^sd/-

Sudhir Sethi
Managing Director

Dated : 1^st JULY, 2024 (DIN: 00090172)

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Mar 31, 2015

Dear Members,

We are pleased to present the TWENTY FIRST ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2015, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31,2015.

1 REVIEW OF YEAR FOR NBFCs:

Financial Year 2014-2015 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises. Challenging credit environment and tightening liquidity were like strong head winds for most of year. Improvement in connectivity to rural areas will result in robustness of demand from semi urban and rural areas. With the government's initiative to boost infrastructure projects, NBFCs can also look for growth in asset financing. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind.

2. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year has been summarized as follows:

(In Rs.)

Particulars Year ended Year ended 31.3.2015 31.3.2014

Income from interest 5947173.00 4351833.00

Other income 1997341.75 1527332.62

Total Expenditure excluding depreciation 2271986.71 2908733.38

Depreciation 344621.57 380241.77

Profit/ (loss) before prior period adjustment 5327906.47 2590190.47

Adjustment of Provision for Tax 1110543.00 654617.00

Profit/ (loss) after tax 4496092.47 3009693.95

3. DIVIDEND :

As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2014-2015

4. RESERVES

The Company proposes to transfer Rs. 899218.49 to the general reserve.

5. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public during the year.

6. RBI REGISTRATION :

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review.

Further, pursuant to Non-Banking Financial Companies Auditor's Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed here with this report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Bharti Gurjar is appointed on the Board of the Company as Non Executive Director of the Company at the last annual general meeting held 30th day of September, 2014. Mrs. Bharti Gurjar, who retires by rotation at this annual general meeting and, being eligible, offers her for re-appointment

The designation of Mr. Sanjay Sethi is change from Whole Time Director to Non Executive Director and also appointed as Chairman of the Company w.e.f 04/09/2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1,2014, Mr. Sunil Jain, Mr. Hemant Jain and Mr. Avinash Sharma were appointed as independent directors at the annual general meeting of the Company held on September 30, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134(5) of the Companies Act, 2013 as amended with respect to Director's responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2015 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director 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 period ended and profit of the Company for the period under review;

3. That the Directors have taken proper and sufficient care 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants, Indore (M.P.), were appointed as statutory auditors of the Company from the conclusion of the twenty first annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the twenty third AGM to be held in the year 2016, subject to ratification of their appointment at every AGM.

11. PARTICULARS OF EMPLOYEES:

There are no employees as on date on the rolls of the Company who are in receipt of remuneration which requires disclosures under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Company does not have any employee receiving Remuneration exceeding Rs. 60, 00,000.00 per annum or Rs 5, 00,000.00 per month or part thereof.

During the year under review, relationship with the employees is cordial.

12. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

13. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

14. LISITING AT STOCK EXCHANGES:

The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd and Jaipur Stock Exchange Limited.

The Company has delisted its securities from Madhya Pradesh Stock Exchanges w.e.f 30th May, 2015.

15. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee formed will identify evaluate of operational, strategic and external environment risks. The committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company."

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

16. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

17. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

18. SECRETARIAL AUDITORS' REPORT

In Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ashish Karodia & Company a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed as Annexure - III

19. CORPORATE SOCIAL RESPONSIBILITY

The policy of the Corporate Social Responsibility is not applicable to the Company.

20. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, Which forms part of this report.

21. VIGIL MECHANISM

The details pertaining to establishment of vigil mechanism for employees and directors are included in the Corporate Governance Report which forms part of this report.

22. NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition of committee are included in the Corporate Governance Report, which forms part of this report.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details pertaining to composition of committee are included in the Corporate Governance Report, which forms part of this report.

24. ACKNOWLEDGEMENT

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on Behalf of the Board FOR BERYL SECURITIES LTD.

Sd/- Sd/- SUDHIR SETHI SANJAVSETHI Place : Indore Managing Director Director Dated : 24th July, 2015 DIN:00090172 DIN : 00090277

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Mar 31, 2014

The Members,

Beryl Securities Limited

Indore.

We are pleased to present the TWENTIETH ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2014, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31, 2014.

1. REVIEW OF YEAR FOR NBFCs:

Financial Year 2013-2014 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises. Challenging credit environment and tightening liquidity were like strong head winds for most of year.

Improvement in connectivity to rural areas will result in robustness of demand from semi urban and rural areas. With the government''s initiative to boost infrastructure projects, NBFCs can also look for growth in asset financing. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind.

2. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year has been summarized as follows:

(In Rs.) Particulars Year ended Year ended 31.3.2014 31.3.2013

Income from interest 4351833.00 3212131.00

Other income 1527332.62 3118624.57

Total Expenditure excluding depreciation 2908733.38 2896057.20

Depreciation 380241.77 480888.50

Profit/ (loss) before prior period adjustment 2590190.47 2953809.86

Adjustment of Provision for Tax 654617.00 353315.00

Profit/ (loss) after tax 3009693.95 2582677.54

3. DIVIDEND :

As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2013-2014.

4. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

5. RBI REGISTRATION :

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review.

Further, pursuant to Non-Banking Financial Companies Auditor''s Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed here with this report.

7. MANAGEMENT:

There is no change in the management during the financial year.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director''s responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2014 the applicable accounting standards subject to notes to the accounts in Auditors Report had been followed, along with proper explanation relating to material departures;

2. That the Director 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 period ended and of the profit or loss of the Company for the period under review;

3. That 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. That the Directors have prepared the annual accounts on a going concern basis.

9. AUDITORS:

M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants and Statutory Auditors of the Company, have audited the Accounts of the Company for the year 2013-2014 as per the accounting standards followed in India. Their Report and Notes to the accounts are self-explanatory and, therefore, do not call for any further comments.

M/s. Subhash Chand Jain Anurag & Associates, auditors of the Company would be retiring at the conclusion of the ensuing Annual General Meeting (AGM) of the Company. They have expressed their willingness to continue as the statutory auditors, if re-appointed at the AGM, and hold office until the conclusion of the next AGM.

The Company has received a certificate from the statutory Auditors to the effect that their appointment, if made, would be within the limits under Section 141 (3) (g) of the Companies Act, 2013.

10. PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

12. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

13. LISITING AT STOCK EXCHANGES:

Currently the Equity Shares of the Company are listed with The Bombay Stock Exchanges Ltd, The Jaipur Stock Exchange and The Madhya Pradesh Stock Exchange. But the proceeding of delisting of the securities of company from The Madhya Pradesh Stock Exchange Limited and Jaipur Stock Exchange Ltd is going on.

14. ACKNOWLEDGEMENT

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on Behalf of the Board FOR BERYL SECURITIES LTD.

Sd/- Sd/- SANJAY SETHI SUDHIR SETHI Place : Indore Managing Director Director Dated : 25th July, 2014 DIN : 00090172 DIN : 00090277

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Mar 31, 2013

To , The Members of Beryl Securities Limited Indore.

The are pleased to present the NINETEENTH ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2013, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31, 2013.

1. REVIEW OF YEAR FOR NBFCs:

Financial Year 2012-2013 was quite challenging in terms of the macroeconomic environment in domestic as well as international markets especially for the financial services sector. In India, slower economic growth and high inflation coupled with high interest rates have been very challenging for all business enterprises. Challenging credit environment and tightening liquidity were like strong head winds for most of year.

Reserve Bank of India''s initiatives of reducing the CRR and Repo rate in the second half of the financial year will certainly help in reducing the liquidity pressure and softening the interest rates and thereby reducing the borrowing cost. The various pro active steps envisaged by the Government will also enable the NBFCs to achieve higher credit growth

Improvement in connectivity to rural areas will result in robustness of demand from semi urban and rural areas. With the government''s initiative to boost infrastructure projects, NBFCs can also look for growth in asset financing. We will continue to be well prepared for the forthcoming years keeping the above strategic intent in mind.

2. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year have been summarized as follows:

( In Rs.) Year ended Year ended 31.03.2013 31.03.2012

Income from interest 3212131.00 3058700.00

Other income 3118624.57 9070667.87

Total Expenditure excluding depreciation 2896057.20 2666559.97

Depreciation 480888.50 185719.92

Profit/ (loss) before prior period adjustment 2953809.86 9277087.98

Adjustment of Provision for Tax 371132.33 1975525.30

Profit/ (loss) after tax 2582677.53 7301562.68

3. DIVIDEND :

As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2012-2013.

4. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

5. RBI REGISTRATION :

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review.

Further, pursuant to Non-Banking Financial Companies Auditor''s Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed here with this report.

7. MANAGEMENT:

Mr. Avinash Sharma, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director''s responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2013 the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. That the Director 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 period ended and of the profit or loss of the Company for the period under review;

3. That 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. That the Directors have prepared the annual accounts on a going concern basis.

9. AUDITORS:

M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants and Statutory Auditors of the Company, have audited the Accounts of the Company for the year 2012-2013 as per the accounting standards followed in India. Their Report and Notes to the accounts are self-explanatory and, therefore, do not call for any further comments.

M/s. Subhash Chand Jain Anurag & Associates, auditors of the Company would be retiring at the conclusion of the ensuing Annual General Meeting (AGM) of the Company. They have expressed their willingness to continue as the statutory auditors, if re-appointed at the AGM, and hold office until the conclusion of the next AGM.

The Company has received a certificate from the statutory Auditors to the effect that their appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

The members are requested to confirm their re-appointment, at a remuneration to be decided by the Board of Directors of the Company for the financial year 2013-2014.

1 0 . PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

1 2 . CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

13. LISITING AT STOCK EXCHANGES:

Currently the Equity Shares of the Company are listed with The Bombay Stock Exchanges, Mumbai and Madhya Pradesh and the Company has duly paid the listing fees to such Stock Exchanges. But the proceeding of delisting of the securities of company from Jaipur Stock Exchange is going on.

14. ACKNOWLEDGEMENT

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on Behalf of the Board

BERYL SECURITIES LTD.

SD/-

Place : Indore ( SUDHIR SETHI )

Dated : 25th May, 2013 MANAGING DIRECTOR

---

Mar 31, 2012

The are pleased to present the EIGHTEENTH ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2012, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31, 2012.

1. REVIEW OF YEAR FOR NBFCs:

The economic instability and the sudden change in the stock market followed by the diversification by of services by the banking company the year under review was not of much scope for the NBFCs. Strict compliance of rules and regulation of RBI assured that there could be no deviation from any of the rules of RBI. In the spirit of maintaining customer satisfaction the NBFCs are trying to provide personalized services.

NBFC sector has witnessed presence of a large no. of small and large sized Companies. Further entry of strong NBFCs in the fields like Banking, Insurance, finance etc. has been the major development in the sector. Multi National Companies are also attracted by this sector and their entry has also been significant.

2. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year have been summarized as follows:

(Rs. in Thousands)

Year ended Year ended 31.03.2012 31.03.2011

Income from interest 3058.70 3224.78

Other income 13030.67 5071.43

Total Expenditure excluding depreciation 2640.16 1706.38

Depreciation 185.72 144.91

Profit/(loss) before prior period adjustment 13263.49 6444.92

Less : Prior period items 39.35 1168.10

Adjustment of Provision for Tax 1557.20 627.10

Profit/(loss) after tax 11666.94 4649.72

The Profit and Loss Account for the Current year shows a growth of 93.94% in the total Income to Rs. 16089367.87 vis-a-vis Rs. 8296208.93 in the previous year, and thus resulted in the profit before tax of the Company Rs. 13224129.99 as against the profit of Rs. 5276820.99 recorded in the previous year. Your Directors expect a better performance in the coming years.

3. DIVIDEND:

As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2011-2012.

4. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

5. RBI REGISTRATION:

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review.

Further, pursuant to Non-Banking Financial Companies Auditor's Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed here with this report.

7. MANAGEMENT:

Mr. Sunil Jain, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

8. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director's responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2012 the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. That the Director has 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 period ended and of the profit or loss of the Company for the period under review;

3. That 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. That the Directors have prepared the annual accounts on a going concern basis.

9. AUDITORS:

M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants and Statutory Auditors of the Company, have audited the Accounts of the Company for the year 2011-2012 as per the accounting standards followed in India. Their Report and Notes to the accounts are self-explanatory and, therefore, do not call for any further comments.

M/s. Subhash Chand Jain Anurag & Associates, auditors of the Company would be retiring at the conclusion of the ensuing Annual General Meeting (AGM) of the Company. They have expressed their willingness to continue as the statutory auditors, if re-appointed at the AGM, and hold office until the conclusion of the next AGM.

The Company has received a certificate from the statutory Auditors to the effect that their appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

The members are requested to confirm their re-appointment, at a remuneration to be decided by the Board of Directors of the Company for the financial year 2012-2013.

10. PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 60,00,000.00 per annum or Rs. 5,00,000.00 per month or part thereof.

11. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

12. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate form the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

13. LISTING AT STOCK EXCHANGES:

Currently the Equity Shares of the Company are listed with The Bombay Stock Exchanges, Mumbai and Madhya Pradesh and the Company has duly paid the listing fees to such Stock Exchanges. But the proceeding of delisting of the securities of company from Jaipur Stock Exchange is going on.

14. ACKNOWLEDGEMENT

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on Behalf of the Board BERYL SECURITIES LTD.

SD/- (SUDHIR SETHI) MANAGING DIRECTOR

Place : Indore Dated : 26th May, 2012

---

Mar 31, 2010

We are pleased to present the SIXTEENTH ANNUAL REPORT to the members, along with the audited Balance Sheet as at 31st March 2010, the Profit & Loss Account and Cash Flow Statement for the financial year ended on March 31, 2010.

1. REVIEW OF YEAR FOR NBFCs:

The economic instability and the sudden change in the stock market followed by the diversification by of services by the banking company the year under review was not of much scope for the NBFCs. Strict compliance of rules and regulation of RBI assured that there could be no deviation from any of the rules of RBI. In the spirit of maintaining customer satisfaction the NBFCs are trying to provide personalized services

NBFC sector has witnessed presence of a large no. of small and large sized Companies. Further entry of strong NBFCs in the fields like Banking, Insurance, finance etc. has been the major development in the sector. Multi National Companies are also attracted by this sector and their entry has also been significant.

2. FINANCIAL RESULTS AND OPERATION:

The financial performance of the Company during the financial year have been summarized as follows:

(Rs. in Thousands)

Year ended Year ended

31.03.2010 31.03.2009

Income form interest 1552.82 611.73

Other income 2079.41 2018.52

Total Expenditure excluding depreciation 1428.59 1547.04

Depreciation 44.41 48.04

Profit/ (loss) before prior period adjustment 215.92 1035.17

Add : Prior period items NIL (1)

Adjustment of Provision for Tax 445.51 324.53

Profit/ (loss) after tax 1713.71 709.64

The Profit and Loss Account for the Current year shows a growth of 38.09% in the total Income to Rs 3632227.20 vis-à-vis Rs. 2630250.00 in the previous year, and thus resulted in the profit before tax of the Company Rs. 2159221.17 as against the profit of Rs. 1035170.15 recorded in the previous year. Your Directors expect a better performance in the coming years.

3. DIVIDEND :

As the company is deciding to strengthen its position further hence your directors are not able to declare any dividend. The Directors regret for their inability to recommend any dividend for the financial year 2009-2010.

4. PUBLIC DEPOSITS :

The Company has neither invited nor accepted any deposit from the public with in the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 during the year.

5. RBI REGISTRATION :

The registration granted by Reserve Bank of India as Non-Banking Financial Company is also continues during the year under review.

Further, pursuant to Non-Banking Financial Companies Auditor’s Report (Reserve Bank of India) Directions, 1998, a report from the statutory auditor of the Company has been received by the Board of Directors of the Company. This report shows that the Company has complied with all the directions and prudential norms as prescribed under Reserve Bank of India Act, 1934.

6. MANAGEMENT:

Mr. Avinash Sharma, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Directors responsibility statement and subject to where so ever otherwise contained in the Audit Report, Your Directors hereby confirm. 1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2010 the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. That the Director have selected such accounting policies and applied them consistently and made judgements 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 period ended and of the profit or loss of the Company for the period under review;

3. That 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. That the Directors have prepared the annual accounts on a going concern basis.

8. AUDITORS:

M/s. Subhash Chand Jain Anurag & Associates, Chartered Accountants and Statutory Auditors of the Company, have audited the Accounts of the Company for the year 2009-2010 as per the accounting standards followed in India. Their Report and Notes to the accounts are self- explanatory and, therefore, do not call for any further comments.

M/s. Subhash Chand Jain Anurag & Associates, auditors of the Company would be retiring at the conclusion of the ensuing Annual General Meeting (AGM) of the Company. They have

expressed their willingness to continue as the Statutory auditors, if re-appointed at the AGM,

and hold office until the conclusion of the next AGM.

The Company has received a certificate from the statutory Auditors to the effect that their

appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

The members are requested to confirm their re-appointment, at a remuneration to be decided by the Board of Directors of the Company for the financial year 2010-2011.

9. PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month or part thereof.

10. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Since, Company is not a manufacturing Company; therefore the particulars with respect to conservation of energy & technology absorption as required under Companies (disclosure of particulars in the report of the Director) Rules, 1988 are not required. There was no foreign exchange earning & outgo during the year.

11. CORPORATE GOVERNANCE:

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the Securities and Exchange Board of India through Clause 49 of the Listing agreement. As required by the said clause, a separate report on the Corporate Governance forms part of this Annual report.

A certificate form the Company Secretary in Practice regarding compliance of conditions of Corporate Governance has been obtained and is enclosed to this report.

12. LISITING AT STOCK EXCHANGES:

Currently the Equity Shares of the Company are listed with the Stock Exchanges of Mumbai and Madhya Pradesh and the Company has duly paid the listing fees to such Stock Exchanges. But the proceeding of dilisting of the securities of company from Jaipur Stock Exchange is going on.

13. ACKNOWLEDGEMENT

Your Company is grateful for the continued Company-operation and assistance extended to it by the Government and Semi-Government Authorities, Banks and other Statutory Bodies. Your Director also expresses their warm appreciation for the dedicated and sincere services rendered by the employees of the Company

For and on Behalf of the Board.

SD/-

Place : Indore (SUDHIR SETHI) Date : August 21st, 2010. Chairman Cum Managing Director