Directors Report of Dalal Street Investments Ltd.

Mar 31, 2024

Your Directors present their 47^th Annual Report and the Audited Financial Statements of
DALAL STREET INVESTMENTS LIMITED (‘the Company'') for the Financial Year ended
31^st March, 2024.

REGISTERED OFFICE

During the year under review, your Company is currently having its registered office at 409
Dev Plaza, S.V. Road, Opp. Fire Brigade, Andheri West Mumbai 400058, Maharashtra.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31^st March 2024 is summarized
below:

fRs. in Lakhs)

Particulars	Financial Results for the year ended as at
	31st March, 2024	31*t March, 2023
Revenue from Operations	61.86	106.50
Other Income	51.22	23.57
Total Expenses	113.08	122.97
Profit/(Loss) before tax & prior period expenses	0	0
Prior period expense (Net)/ Exceptional Item	0	0
Profit/ (Loss) Before Tax	13.04	7.10
Tax Expense (Net)	0.00	0.00
Profit /(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture	13.04	7.10
Share of Profit/(Loss) of Associates/ Joint Venture	0	0
Net Profit /(Loss) After Tax	13.04	7.10
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss	0	0
Items that will be reclassified subsequently to profit or loss	31.18	(12.33)
Total Comprehensive income, net of tax	31.18	(12.33)
Total Comprehensive Income for the year attributable to owners of the Company	43.38	(5.23)
Earnings Per Share (Rs.)
Basic	3.87	2.25
Diluted	3.87	2.25

*Note: The above figures are extracted from the standalone financial statements as per
Indian Accounting Standards (Ind AS). For the purpose of transition to Ind AS, the
Company has followed the guidance prescribed in Ind AS 101, First-Time Adoption of
Indian Accounting Standards, with April 1, 2017 as the transition date.

PERFORMANCE OF THE COMPANY

The Total Revenue for the financial year under review was Rs. 61.86 lakhs as against
Rs. 106.50 lakhs for the previous financial year, but there was an increase in the other
investment earnings income for the Company, Hence, the profit after tax was Rs. 13.04 lakhs
for the financial year under review as against Rs. 7.10 lakhs reported for the previous
financial year.

There were no material changes and commitments affecting the financial position of the
Company, between the end of the financial year and the date of this Report.

DIVIDEND

To conserve resources for future, your Directors’ do not recommend any dividend for the
financial year under review. In terms of Regulation 43A of the SEBI (LODR), Regulations
2015, (“the Regulations”), including amendments thereunder, the Dividend Distribution
Policy shall not be applicable to the Company.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve,

NBFC UPDATES

Your Company continues to mainly undertake business activities of providing advisory
services and undertaking investment within the parameters of the regulations/statutes,

MAJOR EVENTS OCCURRED DURING THE YEAR

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF 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 this report.

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year.
SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 2,00,00,000/- (Rupees Two
Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs.10/- each. The
Paid-up Equity Share Capital is Rs. 31,50,740/- (Rupees Thirty-One Lakhs Fifty Thousand
Seven Hundred and Forty only) divided into 3,15,074 (Three Lakh Fifteen Thousand
Seventy-Four) Equity shares of Rs, 10/- each) as at March 31, 2024.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the
required listing fees to Stock Exchange.

DEPOSITS

The Company has not accepted any deposits from public under Chapter V of the Companies
Act, 2013, during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under the Listing Regulations forms
an integral part of this report and is presented separately.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of One Non-Executive Director, One Managing
Director, two Non-Executive-Independent Directors. The Board is well diversified and
consists of one Women Director as well.

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every Annual General Meeting (“AGM”), not less than two-third of the total
number of directors of a public company (excluding the Independent Directors) shall be
persons whose period of office is liable to determination by retirement of directors by
rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Geeta
Manekshana (DIN: 03282077), Director of the Company, retires by rotation at the ensuing
AGM and, being eligible, offers herself for re-appointment. A Profile of Mrs. Geeta
Manekshana, as required by Regulation 36(3) of the LODR is given in the Notice convening
the forthcoming AGM.

As on the date of this report, Mr. Murzash Manekshana, Director and Ms. Geeta
Manekshana, Director & CEO, Ms. Stefanie Leena Dsilva, Chief Financial Officer and
Mr. Mahesh Deshmukh, Company Secretary are the Key Managerial Personnel of the
Company within the meaning of sections 2(51) and 203 of the Act read together with the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The composition of the Board is in accordance with the provisions of Section 149 of the Act
and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of
Non-Executive Directors and Independent Directors.

The complete list of Directors along with the KMPs of the Company has been provided as
part of the Annual Report.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATE

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule
II of the said Regulations, has been obtained from the Director and Chief Financial Officer,
for the Financial Year 2023-24 with regard to the Financial Statements and other matters.
The said Certificate forms part of this Report.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence, pursuant to the
provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations,
stating that they meet the criteria of independence as provided in Section 149(6) of the Act
and Regulations 16(1) (b) of the SEBI Listing Regulations and they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his/her ability to discharge his/ her duties with an objective independent
judgment and without any external influence.

The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior
management personnel of the Company.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the Independent Directors (“IDD”) of the Company have registered themselves with
the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline. They have also confirmed
that they had appeared for the online proficiency test within a period of one year, wherever
applicable.

Further, there has been no change in the circumstances affecting their status as IDDs of the
Company.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as
specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

CONSTITUTION OF COMMITTEES

During the year under review, the composition of different Committees of your Board of
Directors is given hereunder:

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the quality and
integrity of the accounting, auditing and reporting practices of the Company and its
compliance with the legal and regulatory requirements. The terms of reference of Audit
Committee cover the areas mentioned under Section 177 of the Companies Act, 2013.

Pursuant to which, the details of composition, meetings and attendance of the Meetings of
the Audit Committee are as under: -

S.No	Name	Designation	No. of Meetings
			Held	Attended
1	Mr. Umesh Gosar	Chairman	4	4
2	Mr. Pranav Joshi	Member	4	4
3	Mr. Murzash Manekshana	Member	4	4

There have been no instances of non-acceptance of any recommendations of the Audit
Committee by the Board during the financial year under review.

NOMINATION & REMUNARATION COMMITTEE

The Board has a Nomination and Remuneration policy, which is generally in line with the
existing industry practice and applicable laws. The policy has been displayed on the
Company’s website viz.www.dalalstreetinvestments.com.

The Nomination and Remuneration Committee assist the Board in overseeing the method,
criteria and quantum of compensation for directors and senior management based on their
performance and defined assessment criteria. The Committee formulates the criteria for
evaluation of the performance of Independent Directors & the Board of Directors; identifying
the persons who are qualified to become directors, and who may be appointed in senior
management and recommend to the Board their appointment and removal. The terms of the
reference of Nomination and Remuneration Committee covers the areas mentioned under
section 178 of the Companies Act, 2013.

Pursuant to which, the details of composition, meetings and attendance of the Meetings of
the Nomination & Remuneration Committee are as under:

S.No	Name	Designation	No. of Meetings
			Held	Attended
1	Mr. Pranav Joshi	Chairman	1	1
2	Mr. Umesh Gosar	Member	1	1
3	Mr. Murzash Manekshana	Member	1	1
4	Ms. Geeta Manekshana	Member	1	1

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Terms of Reference of the Stakeholders Relationship Committee are in conformity with
Section 178 of the Act and LODR Regulations.

The Stakeholders Relationship Committee consists of 3(three) Directors, of which two are
Independent and one is Non-Executive Director. The Stakeholders Relationship Committee
is headed by Mr. Umesh Gosar, Independent Director of the Company.

Names of Members of the Committee are eiven below:

S.No	Name	Designation
1	Mr. Umesh Gosar	Chairman
2	Mr, Pranav Joshi	Member
3	Mr. Murzash Manekshana	Member

Mr. Deshmukh has been appointed as the Compliance Officer who monitors the share
transfer process and liaises with the Authorities such as SEBI, Stock Exchanges, and
Registrar of Companies etc. The Company complies with the various requirements of the
LODR & depositories with respect to transfer of shares and share certificates are sent to
them within the prescribed time.

The Committee looks into the grievances of the Shareholders related to transfer of shares,
payment of dividend and non-receipt of annual report and recommends measure for
expeditious and effective investor service etc.

The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing the
shareholders holding shares in physical or dematerialised form. All requests for
dematerialisation of shares are likewise processed and confirmations thereof are
communicated to the investors within the prescribed time.

During the year under review, no Investor complaints were pending.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the
Board, its Committees and of individual directors. The performance evaluation matrix
defining the criteria of evaluation for each of the above has been put in place. The
performance evaluation of the Independent Directors was carried out by the other members
of the Board (excluding the Director being evaluated). A meeting of the Independent Directors
was held on August 10, 2023 to review the performance of Non-Independent Directors and
the Board as a whole. The Chairman of the Nomination & Remuneration Committee had
updated the other members of the Board about the outcome of the evaluation process.

RESOLUTIONS PASSED THROUGH POSTAL BALLOT AND DETAILS OF VOTING
PATTERN DURING THE YEAR 2023-24

During the year, pursuant to Section 110 read with Section 108 and other applicable
provisions, if any, of the Act read with Rule 22 of the Companies (Management and
Administration) Rules, 2014, (including any statutory modification or re-enactment thereof
for the time being in force) (‘Rules’), Regulation 44 of the SEBI Listing Regulations Secretarial
Standards on General Meetings issued by The Institute of Company Secretaries of India (‘SS-
2’), each as amended and in accordance with the guidelines prescribed by the Ministry of
Corporate Affairs (‘MCA’) for holding General Meetings / conducting Postal Ballot process
through e-Voting, the Company had sought approval of its Members for the following
transactions by way of Postal Ballot through remote e-Voting:

Sr. No.	Particulars	Type of Resolution
1	Re-appointment of Mr, Pranav Pinakin Joshi (DIN: 02232514) as an Independent Director of the Company.	Special Resolution
2	Re-appointment of Mr. Umesh Padamsi Gosar (DIN: 02232285) as an Independent Director of the Company.	Special Resolution

The Board of Directors appointed Mr. Shridhar Phadke, Company Secretary in Whole Time
Practice (Membership No. F7867 & CP No. 18622) from SVP 8s ASSOCIATES, Practicing
Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process in a fair
and transparent manner.

The Company had sent the Notice of Postal Ballot dated February 3, 2024, together with the
Explanatory Statement, to the Members only through electronic mode i.e. to those Members
whose e-mail addresses were registered with the Company / RTA / Depositories. Voting
rights were reckoned on the paid-up value of the equity share capital of the Company as on
the close of business hours on the Cut-Off Date i.e. Friday, February 9, 2024, as per the
Register of Members / Register of Beneficial Owners as furnished by the Registrar and
Transfer Agents / Depositories.

The voting period for remote e-Voting as well as Postal Ballot commenced on Thursday,
February 15, 2024 (9.00 a.m.) 1ST and ended on Friday, March 15, 2024 (5.00 p.m.) 1ST and
the e-Voting platform was disabled thereafter.

The report on the result of the remote e-Voting for Postal Ballot for the abovementioned
appointment(s) were provided by the Scrutinizer on Saturday, March 16, 2024. The details
of Voting on the above resolution passed by votes cast by way of postal ballot through remote
e-Voting are as under:

RESOLUTIONS	Percentage of Vote Caste
	Vote Cast in Favour	Vote Caste in Against
Re-appointment of Mr. Pranav Pinakin Joshi (DIN: 02232514) as an Independent Director of the Company.	99.98	0.02
Re-appointment of Mr. Umesh Padamsi Gosar (DIN: 02232285) as an Independent Director of the Company.	99.98	0.02

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind
AS) under the historical cost convention on accrual basis except for certain financial
instruments, which are measured at fair values, the provisions of the Act (to the extent
notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The
Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act⁵), read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
Accounting Standards) Amendment Rules, 2016. The Company has adopted all Ind AS
Standards and the adoption was carried out in accordance with applicable transition
guidance. Accounting policies have been consistently applied except where a newly issued
accounting standard is initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013,
Directors, to the best of their knowledge and belief, state that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(iv) the directors had 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 systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the statutory
auditors to report to the Audit Committee and/or Board under section 143(12) of the Act
and rules framed thereunder.

MATERIAL SUBSIDIARY

There is no subsidiary of the Company.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31^st March, 2024
as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts)
Rules, 2014.

FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

After the successful open offer completion and charge as taken by the new Board members,
the Independent Directors attended a Familiarization/ Orientation Program as being
inducted by the Board.

The Company had devised the detailed framework for the Familiarization Program and also
approved the format of the formal letter of appointment as required to be given to the
Independent Directors, outlining their role, function, duties and responsibilities.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection, appointment and remuneration of Directors and KMPs.

Policy for Remuneration to Directors/Key Managerial Personnel

i. Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time
Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and
rules made there under or any other enactment for the time being in force and the
approvals obtained from the Members of the Company.

(b) The Nomination 8s Remuneration Committee shall make such recommendations to
the Board of Directors, as it may consider appropriate with regard to remuneration
to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other
remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding
remuneration for attending meetings as prescribed under Section 197(5) of the
Companies Act, 2013) shall be subject to ceiling/limits as provided under the
Companies Act, 2013 and rules made there under or any other enactment for the
time being in force. The amount of such remuneration shall be such as may be
recommended by the Nomination and Remuneration Committee and approved by the
Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not
be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services
rendered which are of professional nature shall not be considered as part of the
remuneration for the purposes of clause (b) above if the following conditions are
satisfied:

• The Services are rendered by such Director in his capacity as the professional; and

• In the opinion of the Committee, the Director possesses the requisite qualification
for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in
compliance with the provisions of the Companies Act, 2013 and in accordance with
the Company’s Policy.

(b) The Fixed pay shall include monthly remuneration, employer’s contribution to
Provident Fund, contribution to pension fund, pension schemes, etc. as decided
from time to time in accordance with the Company’s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors or independent

Directors as they have waived their entitlement for the same.

Non-executive Directors of a company’s Board of Directors add substantial value to the
Company through their contribution to the Management of the Company. In addition
they also play an appropriate control role. Even considering the valuable role of the
Independent Directors of the Company, your company is in the process to finalized the
sitting fees structure and shall update the members at large subject to regulatory
approval and compliance(s) if any.

NUMBER OF MEETINGS OF THE BOARD

During FY 2023-24, 6 (Six) Board meetings were held on May 26, 2023, August 10, 2023,
August 24, 2023, November 6, 2023, January 12, 2024 and February 3, 2024 respectively.
The maximum time gap between any two meetings did not exceed prescribed period of one
hundred twenty days. The particulars of directors present at various Board and Committee
meetings are given in the said Report.

COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating
to “Meetings of the Board of Directors” and “General Meetings”, respectively.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for
implementation of Corporate Actions.

AUDIT COMMITTEE RECOMMENDATIONS

All the recommendations made by the Audit Committee were accepted by the Board.
CORPORATE GOVERNANCE

Corporate Governance stipulated in SEBI(LODR) Regulations, 2015 is not applicable to the
Company as paid up Equity Share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crores, as on the last date of the previous financial year and
the specific certificate to this effect has been obtained by the Company & kept on its records.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, M/s
Priti Mehta 8s Company, Chartered Accountants, Mumbai (Firm Registration No.l03429W)
were appointed as auditor for a period of 5 years till the Conclusion of 47^nd Annual General
Meeting, subject to ratification of their appointment by the shareholders, every year.
Accordingly, their second term as Statutory Auditors expires at the conclusion of the 47^th
AGM.

Hence, pursuant to the provisions of Section 139, the Board approved the appointment of
M/s. Karia 8c Shah, Chartered Accountants (FRN: 112203W) represented by Mr. Sanjay Shah
(M No. 042529) on 03rd September, 2024 based on recommendations of the Audit Committee
and the same is subject to the approval of the Members of the Company. The Notice of
ensuing 47^th AGM includes the proposal for seeking Members’ approval for the appointment
of M/s. Karia 8s Shah, Chartered Accountants as the Statutory Auditors, for the term of 1
(one) year commencing from the conclusion of the 47th AGM until the conclusion of the 48th
AGM to be held in the year 2025.

M/s. Karia 8s Shah, Chartered Accountants has provided their consent and a certificate of
their eligibility under sections 139 and 141 of the Act and the Companies (Audit and
Auditors) Rules 2014 for their appointment as the Statutory Auditors of the Company for the
term of 1 (one) year. In terms of the Listing Regulations, the Auditors have confirmed that
they hold a valid certificate issued by the Peer Review Board of the ICAI. Accordingly, M/s.
Karia & Shah, is eligible for appointment as Statutory Auditors of the Company.

There is no audit qualification, reservation or adverse remark for the year under review.

The Auditors’ Report to the Members for the year under review is unmodified and does not
contain any qualification. The Notes to the Accounts referred to in the Auditors’ Report are
self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f)
of the Act

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2024 was done by Praful Karia and Company
and Internal Audit report at periodic intervals were placed before the Audit Committee.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder the Company has appointed Mr. Harshad Pusalkar, from Pusalkar & Co,
Practising Company Secretaries bearing CP No. 23823 as secretarial auditors for the
Company. The secretarial audit report in prescribed form i.e. MR3 for the Financial Year
ended 31^st March, 2024 is annexed to the Board Report. There were no qualifications,
reservation or adverse remarks or observations made in the secretarial audit report.

SECRETARIAL COMPLIANCE REPORT

Your Company’s paid-up equity share capital and networth, on last day of the previous year,
i.e., on March 31, 2024 are below the threshold limits mentioned in the Regulation 15(2) of
the SEBI LODR Regulations. Hence, the compliance w.r.t. to Regulation 24A, i.e,, Secretarial
Compliance Report is not applicable to the Company for the financial year under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition 85 Redressal) Act, 2013 read with Rules made thereunder, the
Company had formulated and adopted a Policy on Prevention of Sexual Harassment at
Workplace. The Company has not received any complaint of sexual harassment during the
year under review.

RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize
risks as also identify business opportunities. The Audit Committee and the Board
periodically review the risks and suggest steps to be taken to manage/ mitigate the risk
through a properly defined framework. During the year, no major risks were noticed, which
may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014. But your Company have
taken the initiatives to carry out the CSR activities during the year. The Directors have
approved the CSR policy of the Company along with the amendments thereon to provide a
guideline for CSR activities of the Company. Your Company was in the process of identifying
worthwhile avenues for CSR expenditure during the year and the company continues to
remain committed towards undertaking CSR activities for the welfare of the society.

Composition of the CSR Committee is as (i) Mrs. Geeta Manekshana - Chairperson -
Managing Director - Non Independent Director, (ii) Mr. Murzash Manekshana - Member -
Non Executive - Non Independent Director and (iii) Mr, Umesh Gosar - Member - Non
Executive - Independent Director.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There is no specific information required to be captured regarding loans, guarantees and
investments under the provisions of Section 186 of the Companies Act, 2013 as the Company
has given loans or made the investments which are within the stipulated limits as per the
Act during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

There is no transaction with Related Party which requires disclosure under Section 134(3)
(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Related Party Disclosures under Accounting Standards mentioned in Note 31 to the
Financial Statements. Hence, AOC -2 is not required to be attached to the said report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members
of the Board and KMPs/specified employees in the course of day to day business operations
of the Company. All the Board Members have confirmed compliance with the Code. A
declaration to this effect signed by the Director of the Company appears elsewhere in this
Annual Report.

Code of Conduct for Prevention of Insider Trading as per Regulation 8(2) policy is available
on the website of the Company.

PARTICULARS OF EMPLOYEES

The Company believes that the key to excellent business results is an excellent talent pool.
People Management Practices in the Company continuously strive towards attracting,
retaining and developing the best talent required for the business to grow. The Total number
of employees of the Company as on March 31, 2024 stood at 3(three).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any which provides formal mechanism
to the directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. Staying
true to our core values of Strength, Performance and Passion and in line with our vision of
being one of the most respected companies in India, the Company is committed to the high
standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures
that strict confidentiality is maintained in respect of whistle blowers whilst dealing with
concerns and also specified that no discrimination will be meted out to any person for a
genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may
be accessed through website of the Company viz. www. dalalstreetinvestments.com

PERFORMANCE OF JOINT VENTURE/CONSORTIUM

There are no Companies/LLPs which are Associates/Consortium of the Company.
STATUTORY DISCLOSURES

There are no associate companies, hence the prescribed Form AOC-1 is not required to be
attached to this Report. A Cash Flow Statement for the Financial Year 2023-24 is attached
to the Balance Sheet.

Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 may
be accessed on the Company’s website at the web link www.dalalstreetinvestments.com

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

The Company primarily working in the advisory and investment segment and not involved
in any industrial or manufacturing activities, the Company has no particulars to report
regarding conservation of energy and technology absorption as required under Section 134
of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or
the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal
consultancy and Professional fees,

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which
are constantly assessed and strengthened with new/revised standard operating procedures
which also covers adherence to the Company’s Policies for safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of accounting
records and timely preparation of reliable financial disclosures. The Company’s internal
financial control system is commensurate with its size, scale and complexities of its
operations.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the
Directors, Senior Management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under report, there has been due compliance with the said code of conduct for
prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations
2015.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE
COMPANY

During the year under review, there were no significant or material orders passed by any
Regulator, Court or Tribunal against the Company, which could impact its going concern
status or operations.

DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.

Company has not made any application during the year or no application has been filed
against the company or there is no proceedings pending against or for the Company under
the Insolvency and Bankruptcy Code 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

There is no one time settlement made during the financial year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, including amendment thereunder, the Business Responsibility and
Sustainability Report (BRSR) for Financial Year 2023-24 is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors³ Report and Management Discussion and Analysis describing
the Company’s objectives, projections, estimates, expectations or predictions may be
“forward-looking statements” within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company’s operations include changes
in the government regulations, tax regimes and economic developments within India or
abroad.

ACKNOWLEDGEMENT & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, Securities and
Exchange Board of India, Reserve Bank of India, and various government agencies for their
continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors,
lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and
contribution made by the KMP’s and look forward for their support in future as well. The
Board look forward to working with them to drive the Company to greater heights in coming
years.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed
in the management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR DALAL STREET INVESTMENTS LIMITED

PLACE: MUMBAI

DATE : 03/09/2024 MURZASH MANEKSHANA GEETA MANEKSHANA

DIRECTOR MANAGING DIRECTOR

DIN:00207311 DIN:03282077

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Mar 31, 2015

Dear Members:

The Directors have pleasure in presenting the 38th ANNUAL REPORT on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1) FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

Particulars CURRENT YEAR PREVIOUS YEAR RS. RS.

Profit/(Loss) for the year after (35,69,842) (9,65,681) meeting all charges and expenses but before provision for taxation

Less: Provision for tax — --

Add: B/f (Loss) from previous (17,08,47,200) (16,98,81,518) year

Less: Additional Depreciation (22,763) — pursuant to enactment of Schedule II of Companies Act

Add: Excess provision written — -- back

Available for appropriation (17,44,39,805) (17,08,47,200)

Proposed Dividend -- --

Corporate Dividend Tax -- --

Transfer to General Reserve -- --

Account to be carried forward (17,44,39,805) (17,08,47,200) to next year (17,44,39,805) (17,08,47,200)

2) DIVIDEND

In View of carried forward losses the Directors do not recommend the payment of dividend on Equity Shares for the year ended 31st March, 2015.

3) CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4) DIRECTORS

The Board of Directors, in compliance with the section 149(1) of the Companies Act,2013 Mr. Vijay Pandya appointed as an Additional Director with effect from 13th November 2014.He shall hold office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Independent Director. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mr Vijay Pandya as Independent Director of the company. Your Board has recommended the appointment of Mr. Vijay Pandya as Independent Director not liable to retire by rotation for a period of five consecutive years with effect from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting of the Company to be held in the calendar year 2020 not liable to retire by rotation.

Mr. Vikas Pavankumar, Director of the Company resigned from the Board with effect from 11th August, 2014. Mr. Sudhir Shankar Bandiwadekar has been appointed as an Addional Director of your company on 11th August, 2014 and regularized as a independent Director on 26th September, 2015.(AGM).

In accordance with the Provisions of Section-152 of the Companies Act, 2013 and the Company''s Articles of Association Mrs. Rita Pavankumar, Director retire by rotation of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the company have made a declaration confirming the compliance of the conditions of independence stipulated in the aforesaid section.

6) DIRECTOR RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

7) AUDITORS

The Auditors/s A.K.Nevatia & Associates, Chartered Accountants, were re-appointed as the statutory Auditors of the company under Section 139 of the Companies Act,2013 to hold office for a period of three years upto the conclusion of the 40th Annual General Meeting in 2017.They are eligible for re-appointment for the financial year 2015-16.Your Board recommends ratification of their appointment as the statutory Auditors at the ensuing Annual General Meeting for a period upto the conclusion of the 40th Annual General Meeting of the company.

The Company did not appoint any Internal Auditor for the period under review. The Company proposes to get the Internal Audit done in the Current year.

08) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.dalalstreetinvestments.com

The Audit Committee of the Company oversees the Vigil Mechanism.

09) NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee on 13th November, 2014.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.dalalstreetinvestments.com

10) AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee on 13th November, 2014 and empowered the committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors.

The details of composition, meetings and attendance of the Meetings of the Audit Committee are as under:-

S. Name Category Designation No

1 Mr Vijay Pandya Independent Chairman

2 Mr Sudhir Bandiwadekar Independent Member

3 Mr Pavankumar Sanwarmal Non- Member Executive

S. Name No. of Meetings No Held Attended

1 Mr Vijay Pandya 1 1

2 Mr Sudhir Bandiwadekar 1 1

3 Mr Pavankumar Sanwarmal 1 1

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

11) RISK MANAGEMENT

Business Risk Evaluation and Mangement is an ongoing process within the Organization. The Company has a robust risk management framework to indentify, monitor and minimize risks as also indentify as also indentify business opportunities.

12) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

13) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:

S.N0. Name And Address Of CIN/GLN Holding/Subsidiary/ The Company Associate held

N.A. N.A. N.A. N.A.

S.N0. Name And Address Of % of Applicable The Company shares Section

N.A. N.A. N.A. N.A.

14) PARTICULARS OF EMPLOYEES

None of the employees of the company received remuneration in excess of the limit specified u/s Section 197 of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15) PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

16) LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

Disclosure as required under section 186(4) of the Companies Act, 2013:

Particulars Amount(31 /03/2015)

1 Loan Given As per Note-8 to the Financial Statements.

2 Investments made As per Note-7 to the Financial Statements.

3 Guarantees Given Nil

The above disclosure was not applicable for the previous year.

17) PUBLIC DEPOSITS

Your Company has not invited any deposits from public / shareholders in accordance with Section 73 and 74 of the Companies Act, 2013 for the financial year ended on March 31,2015.

18) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 7 Board meetings were held, details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Date of the meeting No. of Directors attended the meeting

29/05/2014 4

30/07/2014 4

11/08/2014 4

25/09/2014 4

13/11/2014 4

23/01/2015 4

30/03/2015 2

19) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

S. Name of Directors Date of Date of Cessation No Appointment 1. Mr Pavankumar Sanwarmal 20/10/1983 NA

2. Mrs Rita Pavankumar 29/10/1998 NA

3. Mr Vikas Pavankumar 29/11/2004 11/08/2014

4 Mr Sudhir Bandiwadekar 11/08/2014 NA

5 Mr Vijay Pandya 13/11/2014 NA

20) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation Of Energy

The particulars as required under the provisions of Section 134 of the Companies Act, 2013 and as per Companies Accounts Rules 2015 in respect of conservation of energy has not been furnished considering the nature of activities undertaken by the company during the year under review.

Technology Absorption

Your company has not conducted any R & D activity.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: - Nil.

Foreign Exchange Expenditure: - Nil

21) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

22) SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Priyanka Agrawal, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure "A" to this Report.

The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments.

23) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section-92 of the Companies Act, 2013, in included in this Report as Annexure- "B" and forms an integral part of this Report.

24) INTERNAL FINANCIAL CONTROLS

The management has formed adequate system of internal financial controls as required to meet its financial needs and meeting day to day expenditure commensurate with nature and size of its business.

25) CORPORATE GOVERNANCE

Corporate Governance stipulated in Clause 49 of the Listing Agreement is not applicable to the company as per SEBI Circular No: CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.

26) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during FY 14-15 impacting the going concern status and Company''s operations in future.

27) DISCLOSURES ABOUT CSR POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions under Section 135 of the Companies Act, 2013 read with Rules thereunder are not applicable to the Company for the year under review. Thus, the Company has not made any contribution towards Corporate Social Responsibility activities.

28) APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company.

By order of the Board of Directors of DALAL STREET INVESTMENTS LTD

Director Director Sudhir Bandiwadekar Rita Pavankumar

Place:Mumbai Date:07/08/2015.

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Mar 31, 2014

Dear Shareholders:

The Directors have pleasure in presenting the ANNUAL REPORT on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1 ) FINANCIAL RESULTS OF THE COMPANY ARE AS UNDER:

CURRENT YEAR PREVIOUS YEAR RS. RS .

Profit/(Loss) for the year after (9,65,681) 37,79,005 meeting all charges and expenses but before provision for taxation

Less: Provision for tax - (5,00,000)

Add: B/f (Loss) from previous (16,98,81,518) (17,31,60,523) year

Add: Excess provision written - - back

Available for appropriation (17,08,47,200) (16,98,81,518)

Proposed Dividend - -

Corporate Dividend Tax - -

Transfer to General Reserve - -

Account to be carried forward to (17,08,47,200) (16,98,81,518) next year

(17,08,47,200) (16,98,81,518)

2) DIVIDEND

In View of carried forward losses the Directors do not recommend the payment of dividend on Equity Shares for the year ended 31st March, 2014

3) DIRECTORS :

In accordance with the Provisions of Section-152 of the Companies Act, 2013 and the Company''s Articles of Association Mr.Pavankumar Sanwarmal, Director retire by rotation of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment

4) DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In presentation of the annual accounts, the applicable standards had been followed along with proper explanation relation to material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

3. 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 your Company and for preventing and detection fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

5) AUDITORS

The Auditors, M/s A.K.Nevatia & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for three consecutive years, to hold office from the conclusion of this Annual General Meeting, until the conclusion of Fourty Annual General Meeting of the Company, subject to ratification at every Annual General Meeting. The remuneration of the Auditors shall be fixed by the board after getting shareholders consent as usual.

The Company has received confirmation from M/s A.K.Nevatia & Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section-141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

6) PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956

7) COMPLIANCE CERTIFICATE:

A compliance certificate from a Company Secretary in whole time practice, as required under section 383A of the Companies Act, 1956, regarding compliance with the provisions of the Act is annexed.

8) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are not applicable to the Company having regard to the nature of business of the Company.

9) FIXED DEPOSITS

During the year company has not accepted any fixed deposits from the public. As on 31st March 2014, there were no fixed deposits with the company.

10) APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

Sd/- sd/- PAVANKUMAR SANWARMAL / RITA PAVANKUMAR/

( DIRECTORS) Place : MUMBAI

Dated : 29/05/2014

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Mar 31, 2013

TO THE SHAREHOLDERS Dear Shareholders:

The Directors have pleasure in presenting the ANNUAL REPORT on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2013. 1 ) FINANCIAL RESULTS OF THE COMPANY ARE AS UNDER:

CURRENT YEAR PREVIOUS YEAR! RS. RS.

ProfitV(Loss) for the year after 37,79,005 (7,62,898) meeting all charges and expenses but before provision for taxation

Less: Provision for tax (5,00,000)

Add: B/f (Loss) from previous (17,31,60,523) (17,23,97,625) year

Add: Excess provision written betcK

Available for appropriation 1 (16,98,81,518) (17,31,60,523)

Proposed Dividend

Corporate Dividend Tax

Transfer to General Reserve

Account to be carried forward (16,98,81,518) (17,31,60,523) to next year

(16,98,81,518) (17,31,60,523)

2) DIVIDEND

In View of carried forward losses the Directors do not recommend the payment of dividend on Equity Shares for the year ended 31st March, 2013.

3) DIRECTORS :

Mrs. Rita Pavankumar retires by rotation at the ensuring Annual General Meeting and being eligible offer herself for re- appointment.

4) DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In presentation of the annual accounts, the applicable standards had been followed along with proper explanation relation to material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

4. The Directors had prepared the annual accounts on a going concern basis.

5) AUDITORS

A.K. NEVAT1A & ASSOCIATES, Chartered Accountants, retiring auditors is eligible for re- appointment and offers them for reappointment at the ensuing annual general meeting of the company.

6) PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of the limit specified u/s 217 (2A)of the Companies Act, 1956

7) COMPLIANCE CERTIFICATE:

A compliance certificate from a Company Secretary in whole time practice, as required under section 383A of the Companies Act, 1956, regarding compliance with the provisions of the Act is annexed.

8) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

The details as required by Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 for conservation of Energy, Technology Absorption and Foreign Exchange-earnings and outgo are not applicable to the Company having regard to the nature of business of the Company

9) FIXED DEPOSITS

During the year company has not accepted any fixed deposits from the public. As on 31st March 2013, there were no Fixed deposits with the company.

10) APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

PAVANKUMAR SANWARMAL / RITA PAVANKUMAR/

Place : MUMBAI (DIRECTORS)

Dated : 31/05/2013

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Mar 31, 2010

The Directors present the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Previous- year

Rs. Rs. Profit/(Loss) for the year

after meeting all charges and

expenses but before Provision

for Taxation 1,15,11,657 (4,41,088)

L.esss Provision for Taxation 35,00,000 -

Fringe Benefits Tax - 22,000

80,11,657 ( 4,63,088) Add/(Less) Balance of Profit/ ( Loss) brought forward from

last Year (16,19,95,484) (16,15,32,914)

Excess provision for tax for earlier years - 518

(15,39,83,827) (16,19,95,484)

Balance in Profit and Loss

Account carried to

Balance Sheet (15,39,83,827) (16,19,95,484)

(15,39,93,827) (16,19,95,484)

2. DIVIDENDS

In view of carried forward losses the Directors do not recommend the payment of dividend on Equity Shares for the year ended 31st March, 2010.

3. AUTHORISED SHARE CAPITAL.

During the year-, Authorised Share Capital of the Company was increased from Rs.25 lacs to Rs.50 lacs.

4. REGISTERED OFFICE

Office Premises where Registered Office was situated has been shifted to Block No. 68--B of Nariman Bhavan as the Office Premises-Block No., 65 has been disposed off during the year.

5. FIXED DEPOSITS

The Company has not been accepting any Fixed Deposits from the Public. As on 31st March, 2010, there were no Fixed Deposits with the Company.

6. DIRECTORS:

Mrs- Rita Pavankumar, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re—appointment.

7. DIRECTORS RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act., 1956 the Directors confirm that: in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and have 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 as at March 31, 2010 and of the Profit of the Company for the year ended March 31, 2010. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accardance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and the annual accounts have been prepared on a going concern basis.

8- A Compliance Certificate from a Company Secretary in wholetime practice, as required under Section 383A of the Companies Act, 1956 regarding compliance with the provisions of the act is annexed.

9. AUDITORS :

Messrs. R. V. Shah &. Co., Chartered Accountants, retire as Auditors of the Company at the ensuing Annual Germral Meeting and being eligible offer themselves for re- appointment

10- PARTICULARS OF EMPLOYEES

The information required under Section 2.17 (2A) of the Companies Act. 19S6, there were no such employees as would be covered by the said Section.

11. The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules., 1988 are not applicable to the Company,

For and on behalf of the Board

Directors

Place Mumbai

Dated 31st May, 2010