Directors Report of V B Desai Financial Services Ltd.

Mar 31, 2024

The Directors present their 38th Annual Report on the business and operations of the Company and the financial accounts for the year
ended on 31st March, 2024.

FINANCIAL RESULTS (Rs. In lakhs)

Particulars	For the year ended on 31/03/2024	Previous year ended on 31/03/2023
Gross Income	330.13	276.92
Profit (before interest, depreciation & taxation)	62.06	45.23
Depreciation	0.13	0.82
Profit before tax	61.93	44.41
Provision for taxation for current year	16.50	9.30
Deferred Tax	(0.57)	2.32
Income tax of earlier years	(0.72)	1.82
Profit after adjustments	46.72	30.97
Profit/(Loss) carried to Balance Sheet	46.72	30.97
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet	46.72	30.97

Dividend

Your Directors do not recommend any dividend on equity shares in view of working capital requirement.

Transfer to General Reserve

No amount has transferred from the current year''s profit to General Reserves, as no dividend has recommended by the Board of Directors
on the equity shares of the Company.

Performance review

During the year under review, the Company earned gross income of Rs. 330.13 lakhs compared to Rs. 276.92 lakhs in the previous year with
an increase of 19.21% in revenue. Correspondingly, the net profit after tax, adjustments and Other comprehensive income/ expenses also
increased to Rs. 46.72 lakhs against Rs. 30.97 lakhs in previous year with an increase of 50.86%.

Nature of business of the Company

The Company is mainly engaged in Merchant Banking activities focusing on ESOP valuation, Company valuation and Advisory services etc.
There were no changes in nature of Company''s business during the year.

Material changes and commitments, if any, 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

There were no material changes occurred subsequent to the

close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities,
depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of
any assets etc.

Internal control systems and their adequacy

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

The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective
action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective
actions thereon are presented to the Audit Committee of the Board.

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures.

Fixed deposit

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

Related Party Transactions

During the financial year ended 31st March 2024, all transactions with the Related Parties as defined under the Companies Act, 2013 read
with Rules framed thereunder were in the ordinary course of business and at arm''s length basis. Your Company does not have a ''Material
Subsidiary'' as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing
Regulations''].

All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the
Listing Regulations. There has been no materially significant Related Party Transactions having potential conflict with the interest of the
Company during the year under review.

All Related Party Transactions entered by your Company were in the ordinary course of business and also on an arm''s length basis, therefore
details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the
Ind AS 24 have been made in Notes to the Financial Statements for the year ended on 31^st March 2024.

Auditors & auditor''s report

The Members of the Company at the 37th Annual General Meeting held on 22nd September 2023, have approved the appointment of M/s.
N.S. Shetty & Co., Chartered Accountants as Statutory Auditors of the Company for a period of five (5) years to hold office from the conclusion
of the 37th Annual General Meeting till the conclusion of 42 nd AGM of the Company to be held in the year 2028.

The Report given by the Auditors on the financial statements of the Company forms part of this Annual Report. There has been no
qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Report. The Notes on Financial Statements referred to
in the Auditor''s Report are self-explanatory and do not call for any further comments.

Conservation of energy, technology absorbtion etc.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo have not been given since the same
are not applicable to the Company.

Corporate Social Responsibility Initiatives

The Company does not come under the parameters specified under Section 135 of the Companies Act, 2013, hence no Committee has
constituted Committee for Corporate Social Responsibility Initiatives.

Board of Directors, Board and Audit Committee Meetings:

Your Company''s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and
provisions of the Articles of Association of the Company. During the year under review, a total of four Meetings of the Board of Directors and
four meetings of Audit Committee held and details of Meetings held duringthe financial year 2023-24 have been provided in the Corporate
Governance Report which forms part of this Annual Report.

Mr. Samir Dedhia, Independent Director, retiring as a member of

the Board of Directors on account of completion of his tenure, on completion of the Annual General Meeting. Your Directors place on record
his sincere appreciation for his invaluable support, advice and guidance to the Company and its Management during his tenure.

Mr. Hemendra J. Shroff and Mr. Manoj T. Shroff, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting
and offer themselves for re-appointment. Mr. Sagar Yadav has been appointed as Independent Director w.e. from 25^th July 2024. Brief profile
along with necessary disclosures of retiring Directors and newly appointed Director has been annexed to the Notice convening the ensuing
AGM and forms an integral part of this Annual Report. Your Board recommends re-appointment of Mr. Hemendra J. Shroff, Mr. Manoj T. Shroff,
Mr. Nilesh R. Doshi and Mr. Sagar Yadav.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence
as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status
of independence.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Appointment & Remuneration and Stakeholder''s Grievance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointment
of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to report instances
of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate
safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a
concern about serious irregularities within the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider T rading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period
when the T rading Window is closed. All the members of the Board and designated employees have confirmed compliance with the Code.

Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder. Your Company is committed to provide a safe and secure environment to its women employees across its
functions and other women stakeholders, as they are considered as integral and important part of the Organization.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual
harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are
covered under this policy, which also extends to cover all women stakeholders of the Company.

During the financial year ended March 31, 2024, the Complaints received are as under:

Number of complaints received and disposed off: Nil
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. The details of
the investments made by Company are given in the notes to the financial statements.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has appointed Hariharan and Associates, Company Secretaries in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-A, which is self-explanatory.

Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the last Annual Return of the Company as at March 31, 2023 is uploaded on the website of
the Company and can be accessed at http://www.vbdesai.com

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and under the SEBI Listing Regulations, the Company has constituted a business
risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming
part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Corporate Governance

The Company is exempted to give report on Corporate Governance under Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and details para C, D and E of Schedule V. The Company voluntarily given the Report on Corporate
Governance and Management Discussion and Analysis Report forms part of this Report.

Foreign Exchange Earnings and Outgo

During the year ended March 31, 2024 the Company has earned Rs. 21.45 lakhs and spent Rs. Nil in foreign currency.

Director''s responsibility statement

The Board of Directors of your Company confirms that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have 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 es- timates 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 have prepared the Annual Accounts on a going concern basis; and

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operative effectively.

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5 (3) of
Companies (Appointment and Remuneration of Managerial Persons Rule 2014. The percentage increase in remuneration of each Key
Managerial Person (KMP) during the financial year 2023-24 and ratio of the remuneration of each KMP to the median remuneration of the
employees of the Company for the financial year 2023-24 are given in Annexure B.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Clients and the Shareholders of the
Company.

On behalf of the Board of Directors

Samir R. Dedhia
Chairman

PLACE: MUMBAI
DATE : July 25, 2024

---

Mar 31, 2015

The Directors present their 29th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS (Rs. In lac)

For the year For the previous ended on year ended on Particulars 31/03/2015 31/03/2014



Gross Income 125.60 105-68

Profit (before interest, depreciation & taxation) 38.86 3.17

Financial charges 0.08 0.01

Depreciation 4.35 231

Net profit 34.43 035

Provision for taxation 12.25 6.50

Deferred Tax (1.06) (0.28)

Income Tax of earlier years/MAT credit entitlement (13.76) (11.74)

Profit after adjustments 37.00 6.38

Profit/(Loss) carried to Balance Sheet 37.00 638

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet 37.00 638

Dividend

Your Directors do not recommend any dividend on equity shares in view of working capital requirement.

Performance review

During the year under review, income from operations was Rs. 125.60 lac against Rs. 105.68 lac, an increase of 18.85% compared to previous year. The net profit after tax and adjustments is Rs. 37.00 lac against Rs. 6.38 lac, an increase of 480%, compared to the previous year.

The Company is mainly engaged in Merchant Banking activities viz. ESOP valuation, Company valuation, Advisory services and capital raising activities. There were no changes in nature of Company's business during the year.

Material changes and commitments, if any, 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 There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

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 were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future Internal control systems and their adequacy The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman.

The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective actions thereon are presented to the Audit Committee of the Board.

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures.

Fixed deposit

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

Auditors & auditor's report

The Company's Auditors M/s. A.N. Damania & Co., Chartered Accountants will retire at the forthcoming annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-A.

Conservation of energy, technology absorption etc.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo have not been given since the same are not applicable to the Company.

Corporate Social Responsibility Initiatives

The Company does not come under the parameters specified under Section 135 of the Companies Act, 2013, hence no Committee has constituted Committee for Corporate Social Responsibility Initiatives.

Directorate :

Mr. Hemendra J. Shroff and Mrs. Rachana S. Vijayakar Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer themselves for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration and Stakeholder's Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Board and Audit Committee Meetings

During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the members of the Board and designated employees have confirmed compliance with the Code.

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. The details of the investments made by Company is given in the notes to the financial statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. P.V. Ramaswamy, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-B, which is self-explanatory.

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Corporate Governance

The Report on Corporate Governance along with a certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

Director's responsibility statement

The Board of Directors of your Company confirms that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have 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 fiar 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 have prepared the Annual Accounts on a going concern basis; and

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5 (3) of Companies (Appointment and Remuneration of Managerial Persons Rule 2014.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Clients and the the Shareholders of the Company.

On behalf of the Board of Directors

Samir R. Dedhia

Chairman

PLACE: MUMBAI

DATE : 30th July 2015

---

Mar 31, 2014

Dear members,

The Directors present their 28th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. In lac)

Particulars For the year For the ended on previous year 31/03/2014 ended on 31/03/2013

Gross Income 105.68 150.62

Profit (before interest, 3.17 80.81 depreciation & taxation)

Financial charges 0.01 0.64

Depreciation 2.31 2.22

Net profit 0.85 77.95

Provision for taxation 6.50 25.20

Deferred Tax (0.28) (0.76)

Income Tax of earlier years/ (11.74) (81.72) MAT credit entitlement

Profit after adjustments 6.38 135.23

Profit/(Loss) carried to Balance 6.38 135.23 Sheet

APPROPRIATIONS /TRANSFERS

Profit/(loss) carried to Balance 6.38 135.23 Sheet

DIVIDEND

Your Directors do not recommend any dividend on equity shares due to inadequate of profit during the year.

PERFORMANCE REVIEW

During the year under review,income from operations was Rs. 104.56 lac compared to Rs. 66.62 lac in the previous year. Even though the income from operation was increased, there was a decrease in other income, also expenditure increased from Rs. 72.59 lac to 104.83 lac during the year. Therefore profit after tax and adjustments, the income decreased from Rs. 135.23 lac to Rs. 6.38 lac during the year.

The Company is mainly engaged in Merchant Banking activities viz. ESOP valuation, Company valuation, Advisory services and capital raising activities.

DIRECTORATE :

Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment.

Mr. Hemendra J. Shroff was appointed as an additional Director on 7th May 2014. Mrs. Rachana S. Vijayakar and Mr. Samir R. Dedhia have been appointed as additional Directors on 30th May 2014. Mr. Samir R. Dedhia was appointed as Chairman of the Board on 28th July 2014.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Khurshid Shaikh is seeking appointment as Independent Director for five consecutive years for a term upto conclusion of Annual General Meeting of the Company in the calendar year 2019.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that 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.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor''s Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors M/s. A.N. Damania& Co., Chartered Accountants will retire at the forthcoming annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Investors, Clients and last but not the lease the Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI Pradip R. Shroff DATE :28th July 2014 Managing Director

---

Mar 31, 2013

The Directors present their 27th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31 st March, 2013.

FINANCIAL RESULTS

(in lacs) For the year ended on For the previous year

Particulars 31/03/2013 ended on 31/03/2012

Gross Income 150.54 86.34

Profit (before interest, depreciation & taxation) 80.81 28.13

Financial charges 0.64 0.00

Depreciation 2.22 2.13

Net profit 77.95 26.06

Provision for taxation 25.20 8.00

Deferred Tax (0.76) (0.09)

Income Tax of earlier years (81.72) (0.10)

Profit after adjustments 135.23 18.25

Profit/(Loss) carried to Balance Sheet 135.23 18.25

APPROPRIATIONS/TRANSFERS

Profit/(loss) carried to Balance Sheet 135.23 18.25

DIVIDEND

Your Directors do not recommend any dividend on equity shares due to working capital requirements needed for the company.

PERFORMANCE REVIEW

During the year under review.income from operations was Rs. 66.62 lacs compared to Rs. 84.69 lacs in the previous year. Profit after tax increased to Rs. 135.23 lacs against X 18.25 lacs in the previous year on account Of income tax refund.

The Company is mainly engaged in Merchant Banking activities viz. ESOP valuation, Company valuation, Advisory services and capital raising activities.

DIRECTORATE :

Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that 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.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor''s Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR''S REPORT

The Company''s Auditors M/s. Apte & Co., Chartered Accountants will retire at the forthcoming annual General Meeting. The Company intends to appoint M/s. A.N. Damania& Co. as the Auditors of the Company. Members are requested to appoint M/s. A.N. Damania& Co., as Auditors of the Company and fix their remunerations.

The Auditors M/s. Apte & Co., have referred to certain notes forming part of Accounts in their report to the members. The notes referred to by Auditors are self explanatory.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Investors, Depositors, Clients and last but not the least the Shareholders of the Company.

On behalf of the Board of Directors

Pradip R. Shroff Manoj T. Shroff

Managing Director Director

PLACE: MUMBAI DATE :25th July 2013

---

Mar 31, 2012

The Directors present their 26th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

(Rs. In lacs)

For the year ended on For the previous year Particulars 31/03/2012 ended on 31/03/2011

Gross Income 86.37 92.22

Profit (before interest, depreciation & taxation) 28.19 20.10

Financial charges 0.00 0.00

Depreciation 2.13 2.16

Net profit 26.06 17.94

Provision for taxation 8.00 6.10

Deferred Tax (0.09) (0.46)

Prior period expenses and written offs 0.00 0.00

Income Tax of earlier years (0.10) 0.02

Profit after adjustments 18.25 12.28

Profit/(Loss) carried to Balance Sheet 18.25 12-28

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet 18.25 12.28

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of inadequate profit available for the year under review.

PERFORMANCE REVIEW

During the year under review, the gross income was decreased from Rs. 86.37 lacs from Rs. 92.22 lacs and profit after tax increased to Rs. 18.25 lacs from Rs. 12.28 lacs in the previous year. The Company could curtail expenses to some extent which has reflected in the profitability.

The Company is mainly engaged in Merchant Banking activities and due to slowdown in capital market; income from such activities has decreased during the year compared to the previous year.

DIRECTORATE:

Mr. KhurshidShaikh, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

, The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that 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.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

CORPORATE GOVERNANCE .

A separate report on Corporate Governance along with the Auditor's Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR'S REPORT

The Company's Auditors M/s. Apte& Co., Chartered Accountants will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to re-appoint M/s. Apte& Co., as Auditors of the Company and fix their remunerations.

The Auditors M/s. Apte& Co., have referred to certain notes forming part of Accounts in their report to the members. The notes referred to by Auditors are self explanatory.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Investors, Depositors, Clients and last but not the lease the Shareholders of the Company.

On behalf of the Board of Directors

Pradip R. Shroff Manoj T. Shroff Managing Director Director

PLACE: MUMBAI

DATE: 25th July 2012

---

Mar 31, 2011

The Directors present their 25th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS (Rs. In lacs)

Particulars For the year ended on For the previous year 31/03/2011 ended on 31/03/2010 Gross Income 92.22 124.02

Profit (before interest, deprec iation & taxation) 20.22 66.28

Financial charges 0.00 0.05

Depreciation 2.16 2M

Net profit 18.06 64.09

Provision for taxation 6.10 9.86

Deferred Tax (0.46) (2.03)

Prior period expenses and written offs 0.00 1.89

Income Tax of earlier years 0.01 0.43

Profit after adjustments 12.41 53.94

Add: Opening balance of Profit & Loss account 0.00 (534.19)

Profit/(Loss) carried to Balance Sheet 12.41 (480.25)

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet 12.41 (480.25)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of inadequate profit available for the year under review.

OPERATION AND FUTURE OUTLOOK

The primary business of the Company is Merchant Banking and related activities. During the year under review the gross income from the merchant banking activities stood at Rs. 85.30 lacs against 97.19 lacs in the previous year. Increase in total expenses and reduction in other income, affected profitability of the Company. Profit after Tax has reduced to Rs. 12.41 lacs against Rs. 53.94 lacs earned in previous year. The management is taking steps to curtail expenses and to achieve better results from the operations.

DIRECTORATE:

Mr. Ashok Kumar Singh, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment.

APPROPRIATION OF SHARE PREMIUM ACCOUNT

The Hona'ble Bombay High Court has approved vide its Order dated 18th March, 2011 for adjusting the debit balance of Rs. 4,80,25,115/- in Profit & Loss Account against credit balance of Share Premium Account, as per the Resolution passed by the shareholders in the previous Annual General Meeting held on 28th September 2010.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that 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.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor's Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITOR'S REPORT

The Auditor appointed in the last Annual General Meeting i.e M/s. A. N. Damania & Co, Chartered Accountants, becomes disqualified as the firm failed to get Peer Review approval from the Institute of Chartered Accountants of India. On their disqualification, the Company has appointed M/s. Apte & Co., Chartered Accountants, Mumbai, a Peer Review approved Chartered Accountants as Auditors of the Company on the casual vacancy caused. M/s. Apte & Co., will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to re-appoint M/s. Apte & Co., as Auditors of the Company and fix their remunerations.

The Auditors M/s. Apte & Co., have referred to certain notes forming part of Accounts in their report to the members. The notes referred to by Auditors are self explanatory.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Investors, Depositors, Clients and last but not the lease the Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI Pradip R. Shroff

DATE : 25th August, 2011 Managing Director

---

Mar 31, 2010

The Directors present their 24th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars For the year For the ended previous year on 31/03/2010 ended on 31/03/2009

Gross Income 124.02 82.58

Profit (before interest, depreciation & taxation) 66.28 45.61

Financial charges 0.05 0.28

Depreciation 2.14 1.06

Net profit 64.09 44.27

Provision for taxation & deferred tax 9.86 5.05

Deferred Tax (2.03) -

Prior period expenses and written offs 1.89 0.14

Income Tax of earlier years 0.43 0.30

Profit after adjustments 53.94 38.78

Add: Opening balance of Profit & Loss account (534.19) (572.97)

Loss carried to Balance Sheet (480.25) (534.19)

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet (480.25) (534.19)



DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the carry forward loss incurred by the Company.

OPERATION AND FUTURE OUTLOOK

The Company is a category I Merchant Banker registered with Securities and Exchange Board of India (SEBI). The merchant banking activities are taking momentum and the result of the same is progressive. During the year under review the gross income from the merchant banking activities rose to Rs. 97.19 lacs from Rs. 82.58 lacs in 2009 registering a growth of 17.69% compared to the previous year. The Profit after Tax also increased to Rs. 53.94 lacs from Rs. 38.78 lacs in 2009 registering a growth of 39.09% over the previous year. The management hopes to achieve better results from the merchant banking and related activities in the coming years.

DIRECTORATE :

Mr. Manoj T. Shroff, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Industry structure and developments

The main activities of the Company are Merchant Banking and related activities. The improved performance of the industrial and service sector and strong capital inflows witnessed robust growth in primary and secondary capital market and is expected to hold in the coming years. With this, more Companies have tapped capital market during 2009-2010. The Company will continue to capitalize on Merchant Banking, Advisory Services and fund raising opportunities by the growing economic needs of the industries.

Opportunities and Threats

Your Company being a Financial Services Company (Merchant Banking and related activities), the Company seeks opportunities in the capital market. The likely increase in capital mobilization from the primary market and phenomenal growth in secondary market volumes provides significant business opportunities for the Company.

Segment wise performance

The Company has one segment i.e Merchant Banking and related services; therefore segment wise reporting has not given as per the Accounting Standard 17.

Outlook

The Company looks forward in view of the reposed confidence of Investors in the capital market started in the second quarter of 2010. With strengthening of the economy and stable economic environment, the Indian capital market is expected to perform well. The management will continue to focus on Merchant Banking activities and Advisory Services and endeavor to deliver best solutions to the clients to their satisfaction.

Risks and Concerns

The timely and effective risk management is of prime importance our Company. The Company is potentially exposed to increasing competition in capital market, newer and more complex products and transactions and stringent regulatory framework. With its past long experience in financial service industry, dedicated and trained professionals the Company counter the threats to the best possible extent in its business operation.

Internal control system

The Company has a sound and adequate system of internal controls to monitor and control all the activities. The Company complies with all internal control policies and procedures as also other regulatory requirements.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ;

ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit of the Company for that period;

iii) that 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.

iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Statement of its compliance is given in a separate annexure.

AUDITORS & AUDITORS REPORT

The Companys Auditors M/s. A. N. Damania & Co, Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to re-appoint M/s. A. N. Damania & Co., as Auditors of the Company and fix their remunerations.

The Auditors M/s. A. N. Damania & Co., have referred to certain notes forming part of Accounts in their report to the members. The notes referred to by Auditors are self explanatory.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Investors, Depositors, Clients and last but not the lease the Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI PRADIP R. SHROFF

DATE : 26th August 2010 Managing Director