Directors Report of Bombay Talkies Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 40^thAnnual Report along with the Audited Financial statements of the Company for the financial year ended 31^st March, 2024.

1. Financial Results:

Rs. Tn Lakh

Particulars	2023-24	2022-23
Income	15.058	64.89
Expenditure	(31.922)	(72.242)
Profit/(Loss) before depreciation tax and exceptional item Exceptional item	(16.864)	(7.352)
Depreciation	(1.320)	(1.448)
Exceptional item		(38.397)
Profit/(Loss) before Taxation	(18.184)	(47.199)
Deferred Tax/Current tax	—	—
Profit/(Loss) After Taxation	(18.184)	(47.199)

2. Business performance:

The Company does not have divisions therefore division wise working details are not applicable. Total revenue from operations of the Company was Rs.11.458 lacs for the year ended 31^st March, 2024 as against Rs. 61.288 Lacs for the year ended 31^st March, 2023. During the financial year 2023-24, the Company Losses after tax of Rs. 18.184 lacs compared to Rs. 47.199 Lacs losses in previous year.

3. Share Capital:

The paid up equity capital as on March 31, 2024 is Rs. 5,40,00,000/- divided into 5,40,00,000 equity shares of Rs. 1/- each. During the year under review, the Company has not issued bonus shares nor issued shares with differential voting rights nor granted stock options nor sweat equity and nor buy back its own securities.

4. Change in nature of Business:

There was no change in nature of business activity during the year.

5. Transfers to Reserves:

During the year, the Company has not transferred any amount to the reserves.

6. Material Changes and Commitments Affecting The Financial Position of the Company occurred between the end of the Financial Year of the Company to which The financial statement relate and the date of the report:

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

7. Dividend:

Your Directors do not recommend any dividend for the equity shareholders for the financial year 20232024.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-Go:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy; Nil

(ii) The steps taken by the company for utilizing alternate sources of energy; Nil

(iii) The capital investment on energy conservation equipment; Nil

Note: - The Company does not have any manufacturing activities which require heavy consumption of energy. The company uses latest technology low energy consumption products in its office.

B) Technology absorption:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil

a) The details of technology imported: Nil

b) The year of import; Nil

c) Whether the technology been fully absorbed; Nil

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Nil and

(iv) The expenditure incurred on Research and Development. Nil

Note: - In respect of the Nature of the Business of the company there was no requirement of any technology.

C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. -No Foreign Exchange is earned or spent by the company during the year under review.

9. Web address of Annual Return:

As required under Section 134(3)(a) of the Act, the web address of the Annual Return for the financial year 2023-24 is put up on the Company''s website at www.bombaytalkieslimited.in.

10. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel:

i) As per the provisions of Section 149, 150, 152 and 161 of the Companies Act, the Board of Directors at their Meeting held on Wednesday, 5^th April, 2023 had appointment Ms. Jyotsna Gupta (DIN: 09694838) as an Additional Director of the Company in the category of Non-Executive Director.

ii) As per the provisions of Section 149, 150, 152 and 161 and other applicable provision of the Companies Act, the Members of the Company at their Annual General Meeting held on Saturday, 30th September, 2023 had regularized Ms. Jyotsna Gupta (DIN: 09694838) as Non-Executive Independent Director of the Company not liable to retire by rotation, for a period of five years.

iii) As per the provisions of Section 149, 150, 152 and 161 of the Companies Act, the Board of Directors at their Meeting held on Thursday, 8th February, 2024 had appointment Mr. Amit Bajaj

(DIN: 10122918) as an Additional Director of the Company in the category of Non-Executive Independent Director.

iv) As per the provisions of Section 168 of the Companies Act and other provisions applicable to the Company, the Board of Directors at their Meeting held on Thursday, 8^th February, 2024 had took note the resignation of Ms. Vandana Gupta on the record of the Company w.e.f 27^th January 2024.

v) Ms. Taniya Ravindra Kolhatkar, Director of the Company was liable to retire by rotation at the AGM and was re -appointed at the 39th Annual General Meeting which was held on 30th day of September 2023.

11. Independent directors’ declaration :

Each of the Independent Directors have provided a declaration in accordance with Section 149(7) of the Act, read with Rules 16 and 25(8) of the Listing Regulations, confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations.

12. Deposits:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Internal Control Systems and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

14. Board and Committee Meetings:

The Board of Directors (herein after called as “the Board”) met for 8 (Eight) times during the Year under review:

Sr. No.	Particulars	No. of meetings held
1	Board meetings	8
2	Audit Committee meetings	5
3	Nomination and Remuneration Committee meeting	2
4.	Stakeholders Committee Meeting	4

15. Code of Conduct:

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

16. Vigil Mechanism/ Whistle Blower Policy:

The Company has a vigil mechanism named ‘BOMTALKIES’ in terms of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company’s code of conduct or ethics policy. The details of the said policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e. www.bombaytalkieslimited.in.

17. Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. Familiarisation Programme For Board Members:

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs), to familiarize them about the Company and their roles, rights, responsibilities in the Company. The Familiarization Programme is stated in the Corporate Governance Report forming part of this Annual Report. The details of such Familiarization Programme for directors may be referred to, at the website of the Company at www.bombaytalkieslimited.in.

19. Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

20. Director’s Responsibility Statement:

The directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

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

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

21. Risk Policy:

Business risk evaluation and management is an ongoing process within the Company as per the risk management policy established by the board. The Company understands that risk evaluation and risk mitigation is a function of the Board of the Company and the Board of Directors is fully committed to developing a sound system for identification and mitigation of applicable risks viz., systemic and nonsystemic. The Board of Directors has approved a Risk Management Policy as per which the Company

is in the process of identifying critical risks of various departments within the Company. Once identified, a sound mitigation system will be put in place. Further the Board is of the opinion that at present there are no material risks that may threaten the functioning of the Company.

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The framework also defines the risk management approach across the enterprise at various levels. Risk Management forms an integral part of the Company’s planning process. Risk Management Committee of the Board reviews the process of risk management. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report

22. Auditors:

The shareholders of the Company at the 39^th Annual General Meeting held on 30^th September, 2023 had appointed M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN: 327799E) as the Statutory Auditors of the company to hold office for period of 5 years commencing from the conclusion of the 39^th AGM till the conclusion of 44^th AGM to held in the year 2028. M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN: 327799E) will continue to act as auditors of the Company till financial year 2027-28.

23. Statutory Auditors’ Observations:

The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

There is no audit qualification for the year under review. Further no frauds are reported by the Auditor which falls within the purview of Section 143(12) of Companies Act, 2013.

24. Particulars of Contracts and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and ar e reviewed by the Audit Committee of the Board. During the year the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A Policy on related party transactions has been posted on the Company’s website www.bombaytalkieslimited.in

25. Disclosure under section 197(12) of the companies act, 2013 and other disclosures as per rule 5 of companies (Appointment & Remuneration) rules, 2014:

The statement containing particulars of employees as required under 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. Secretarial Audit Report:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Aakash Goel Proprietor of M/s G Aakash & Associates, Practicing Company Secretary, (C.P No. 21629), was appointed to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report is annexed herewith as “Annexure A.”

The Secretarial Auditor of the Company has given unqualified report during the year under review.

27. Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2023-24.

28. Equity shares with differential Rights:

The Company has not issued any equity shares with deferential voting rights.

29. Corporate Social Responsibility Initiatives:

The provisions of section 135 about constitution of Corporate Social Responsibility Committee are not applicable to the Company. Hence, the company has not formed the same.

30. Details of Subsidiary/Joint Ventures/Associate Companies:

The company does not have any subsidiary companies or joint venture companies or associate companies during the year under review. Also, there was no company which have become or ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.

31. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the financial year under review there were no significant and / or material orders, passed by the Regulatory/ Statutory Authorities or the Courts, which would impact the going concern status and its future operations.

32. Disclosure regarding issue of Employee Stock Options:

The Company has not issued shares under employee’s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

33. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

34. Management Discussion and Analysis:

Management Discussion and Analysis Report for the financial year under review as stipulated under regulation 34 of the Listing Regulations is set out in a separate Section forming part of this Report.

35. Corporate Governance:

The Corporate Governance Report for Financial Year 2023-24 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') forms part of the Annual Report is not applicable to the Company Pursuant to Sub Regulation (2) Regulation 15 of SEBI (LODR) Regulation, 2015.

36. Board’s Response on Auditors Qualification, Reservation or Adverse Remark or disclaimer Made:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit Report.

37. Disclosures Under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe & conducive work environment to its employees and has formulated ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the year under review, no case of sexual harassment was reported.

38. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future:

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

39. Internal Financial Controls

The Directors had laid down internal Financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 Financial information. The Audit Committee evaluates the internal financial control system periodically

40. Compliance with Secretarial Standards on Board and General meeting

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively, issued by The Institute of Company Secretaries of India.

41. Cost Auditor

The appointment of Cost Auditor for the Company is not applicable to the Company

42. Appreciations:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

By Order of the Board Sd/-

(Taniya Ravindra Kolhatkar)

Place: Mumbai Managing Director

Dated: September 03, 2024 DIN: 09299839

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Mar 31, 2014

Dear Members,

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 31st March 2014

WORKIING RESULTS (Amount in Rs)

Particulars 31.03.2014 31.03.2013

Total Income 880,700.00 1,601,000.00

Depriciation 4,013,728.08 3,815,557.00

Profit (Loss) Before Tax 174,645.30 53,487.44

Provision for Tax-FBT - -

Profit (Loss) after Tax 174,645.30 53,487.44

Prior Period Adjustment - -

Balance bought forward 1.371.113.73 1,317,626.29

Balance carried to Balance Sheet 1.545.759.03 1.371.113.73

DIVIDEND:

In View of the inadequate Profit, your directors do not Proposed any dividend for the year.

DIRECTORS

Mr. Kishore Patil and Mr. Shailesh Parab were retires by rotation and being eligible, offer them

selves for re-election.

Mrs. Rajashree Patil was appointed as an additional Director of the Company and Mr.Rajesh

Kothari was resigned from the office Directors of the Company

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had 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.

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Ltd., Mumbai. Trading in company''s securities remain suspended at BSE Ltd. for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the BSE Ltd.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS & AUDITORS REPORT

The Auditors of the Company M/s. H. T. Merchant & Company, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting of the company and being eligible offers themselves for appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings and Outgo is not Applicable to the Company.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of

Place : Mumbai Kishor Patil Dated : 23rd August 2014 Director

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Mar 31, 2013

Dear Members,

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 31st March 2013

WORKIING RESULTS (Amount in Rs) Particulars 31.03.2013 31.03.2012

Total Income 1,601,000.00 2,026,750.00

Depriciation 3,815,557.00 3,548,909.00

Profit (Loss) Before Tax 53,487.44 109,071.01

Provision for Tax-FBT Profit (Loss) after Tax 53,487.44 109,071.01

Prior Period Adjustment - -

Balance bought forward 1,317,626.29 1,208,555.28

Balance carried to Balance Sheet 1,371,113.73 1,317,626.29

DIVIDEND:

In View of the inadequate Profit, your directors do not Proposed any dividend for the year.

DIRECTORS

Mr. Rajesh Kothari and Mr. Kishor Patil were retires by rotation and being eligible, offer them

selves for re-election.

Mr. Shailesh Parab was appointed as an additional Director of the Company and Mr.Vinod

Verma was resigned from the office Directors of the Company

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had 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.

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Ltd., Mumbai. Trading in company''s securities remain suspended at BSE Ltd. for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the BSE Ltd.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS & AUDITORS REPORT

The Auditors of the Company M/s. H. T. Merchant & Company, Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting of the company and being eligible offers themselves for appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings and Outgo is not Applicable to the Company.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of

Place : Mumbai Kishor Patil Dated : 28th August 2013 Director

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Mar 31, 2012

The Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 31st March 2012

WORKIING RESULTS (Ammnt in Rs)

Particulars 31.03.2012 31.03.2011

Total Income 2,026,750.00 4,892,780.00

Depreciation 3,548,909.00 3,286,801.00

Profit (Loss) Before Tax 109,071.01 71,272.12

Provision for Tax-FBT - -

Profit (Loss) after Tax 109,071.01 71,272.12

Prior Period Adjustment - -

Balance bought forward 1,208,555.28 1,137,283.00

Balance carried to Balance Sheet 1,317,626.29 1,208,555 .28

DIVIDEND:

In View of the inadequate Profit, your directors do not Proposed any dividend for the year.

DIRECTORS

Mr. Kishor Patil was appointed as an additional Director of the Company.

Miss Mamata Chopra was resigned from the office Directors of the Company

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasoned)le and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had 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 6r preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Ltd., Mumbai. Trading in company''s securities remain suspended at BSE Ltd. for various reasons inducing non-submission of documents and all possible steps are being admen by the management to get shares traded at the floor of the BSE Ltd.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OFTHE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS & AUDITORS REPORT

The Auditors of the Company M/s. Rishi Sekhri & Associates,. Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting of the company and being eligible offers themselves for appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to made sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology desorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the company during the year under review, the same are not reported.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and dill other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of

Place : Mumbai Kishor Patil

Dated : 29th August 2012 Director

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Mar 31, 2011

The Directors have pleasure in presenting the 27th Annual Report together with the audited accounts for the year ended 31st March 2011 for your perusal consideration and adoption.

Financial Result :

Current Year Previous Year (Rs. In Lakhs) (Rs. In Lakhs)

Income from operations 48.92 116.84

Net Profit /(Loss)(before depreciation) 3.40 2.51

Less : Depreciation 2.68 2.68

Profit/(Loss)before tax 0.17 (0.17)

Less : Taxation NIL NIL

Profit/(Loss)after tax 0.17 0.17

Dividend:

In view of inadequate Profit, your directors express their inability to declare any dividend during the year

Auditor Report :

Observations made by the Auditors have been explained in the notes on account. These are self explanatory.

Performance in retrospect & Future outlook :

The Company explored various opportunities for development of business. Funds available were lent out as short term loan.

Personal :

No employee draw remuneration of 12,00,000/- (1,00,000/-) per month during the year under review. As such no information as per Section 217(2A) of Employees rules, 1975 is required to be given.

Directors

Mr. Vinod Verma & Rajesh Kothari Shah retires by rotation and being eligible, offer themselves for re-election

Fixed Deposits

During the year under the review, the Company has not accepted or invited any deposits under the provision of section 58A of the Companies Act, 1956 and the rules made there under and therefore the unclaimed deposits are "Nil".

Directors' Responsibility Statement

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, your Board of Directors wish to confirm the following:

i) that the applicable accounting standards have been followed in the preparation of the annual accounts;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period;

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

iv) that the Directors have prepared the annual accounts on a 'going concern' basis

Other Aspects

Provisions relating to Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo are not applicable to the Company.

Auditors :

Auditors of the Company M/s. J.K.Shah & Associates , Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment

Acknowledgment:

Your directors place on record their sincere appreciation for the support from members, and staff for the success and progress of the Company at all fronts. Members are requested to appoint auditors for the period viz. from the conclusion of the Annual General Meeting till the close of the next Annual General Meeting and to fix their remuneration.

By order of the Board

Sd/

Rajesh Kothari

Director Place : Mumbai

Date : 18.08.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report together with the audited accounts for the year ended 31st March 2010 for your perusal consideration and adoption.

Financial Result :

Current Year Previous Year (Rs. In Lakhs) (Rs. In Lakhs)

Income from operations 116.84 105.48

Net Profit /(Loss)(before depreciation) 2.51 3.17

Less: Depreciation 2.68 2.53

Profit/(Loss)before tax (0.17) 0.63

Less: Taxation NIL NIL

Profit/(Loss)after tax (0.17) 0.63

Dividend:

In view of inadequate Profit your directors express their inability to declare any dividend during the year

Auditor Report :

Observations made by the Auditors have been explained in the notes on account These are self explanatory.

Performance in retrospect & Future outlook:

The Company explored various opportunities for development of business. Funds available were lent out as short term loan.

Personal :

No employee draw remuneration of 12,00,000/- (1,00,000/-) per month during the year under review. As such no information as per Section 217(2A) of Employees rules, 1975 is required to be given.

Directors

Mr. Vinod Verma & Rajesh Kothari Shah retires by rotation and being eligible, offer themselves for re-election

Fixed Deposits

During the year under the review, the Company has not accepted or invited any deposits under the provision of section 58A of the Companies Act, 1956 and the rules made there under and therefore the unclaimed deposits are "Nil".

Directors Responsibility Statement

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, your Board of Directors wish to confirm the following:

i) that the applicable accounting standards have been followed in the preparation of the annual accounts;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for that period;

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

iv) that the Directors have prepared the annual accounts on a going concern basis

Other Aspects

Provisions relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are not applicable to the Company.

Auditors :

Auditors of the Company M/s. J.K.Shah & Associates , Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Acknowledgment:

Your directors place on record their sincere appreciation for the support from members, and staff for the success and progress of the Company at all fronts. Members are requested to appoint auditors for the period viz. from the conclusion of the Annual General Meeting till the close of the next Annual General Meeting and to fix their remuneration.

By order of the Board

Sd/ Rajesh Kothari Director

Place : Mumbai Date : 14.08.2010

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended 31st March, 2009

Financial Results Y.E. 31.03.2009 Y.E. 31.03.2008

(Rs. In lakhs) (Rs. In lakhs)

Income from operations 105.48 147.66

Net Profit/(Loss)(before depreciation) 3.17 4.28

Less: Depreciation 2.53 2.50

Profit/(Loss) before tax 0.63 1.78

Less: Taxation Nil NIL

Profit/(Loss) after Tax 0.63 1.78

Dividend

In view of in adequate of profits for the year under review your Directors do not recommend any dividend.

Fixed Deposits

During the year under the review, the Company did not accept or invite any deposit from the public under the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder and therefore the question of compliance or otherwise does not arise.

Directors

Ms. Mamta Shashi Chopra & Mr. Rajesh Kothari retires by rotation and being eligible offer themselves for re-election

Directors Responsibility Statement

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, your Board of Directors wish to confirm the following:

i) that the applicable accounting standards have been followed in the preparation of the annual accounts;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

iii) 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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis

Other Aspects

Provisions relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are not applicable to your Company.

Particulars of Employees

The particulars as required u/s. 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, do not apply to your company as there was no employee drawing remuneration in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 during the year ended 31st March, 2008.

Auditors & Auditors Report

The statutory Auditors of the Company M/s. J. K .Shah & Associates Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting of the company and being eligible offer themselves for reappointment.

Corporate Governance

The Auditors M/s. J. K .Shah & Associates have certified the Companys compliance of the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement. The said certificate together with the managements discussion and analysis report, is attached which forms part of this report.

Acknowledgement

Your Directors wish to place on record their appreciation for the support of members of your company, the customers, clients and constituents and the staff members of your company at all levels.



By order of the Board

Sd/

(Vinod Verma)

Director

Place: Mumbai Date : 24th August, 2009