Directors Report of Venlon Enterprises Ltd.

Mar 31, 2024

Your directors present the 40^th Annual Report of your Company on the business and operations of the Company and the accounts of the financial year ended 2023-2024.

1. Financial Summary: (In Rupees lakhs)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
1. Income
I. Revenue from Operations
a. Sale of Products	803.18	238.21
b. Other Income	121.86	66.48
Total Income	925.04	304.69
2. Expenses
b. Purchases of Stock-in-trade	679.37	20.16
d. Employee benefit expenses	-	-
e. Finance Costs	-	434.27
f. Depreciation / Amortization and depletion Expense	233.02	486.26
g. Other Expenses	141.12	2,678.52
Total Expenses	1,053.51	3,619.21
Exceptional Item	-	-
Loss Before Tax	(128.47)	(3,314.52)
Deferred tax	-	0.54
Loss for the year	(128.47)	(3,315.06)
Loss from Discontinued operations- For disclosure purpose
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss net of tax	71.13	2.13
(ii) income tax relating to items that will not be reclassified to profit or loss	(5.06)	-
B (i) Items that will be reclassified to profit or loss net of tax	(145.75)	858.70
Total Comprehensive Income for the Year	(208.15)	(2,454.23)
Earnings Per Equity Share	(0.25)	(6.34)
Basic and Diluted	(0.25)	(6.34)

2. Reserves and Dividend:

During the year, no amount has been transferred to reserves since the Company has incurred losses. The Directors have not recommended any dividend for the year, due to loss in the year.

3. Transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF)

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which remained unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.

There is no Unpaid or unclaimed amount of divided to be transferred to Investor Education and Protection Fund.

4. Performance of the Company/State of affairs:

All manufacturing process except wind mills remained closed from 29^th September 2018. During the year Company has also disposed of its windmill and stopped operations in that segment. Hence, adverse profitability. However, the Company has now gradually progressed into business activity of purchase and sale of goods and services and steady generation of income is in the pipeline.

5. Share Capital:

The paid-up Equity Share Capital as on March 31, 2024 stood at Rs. 2,612.12 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.

6. Deposits:

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.

7. Listing with stock exchanges:

The Company continues to be listed on BSE Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchanges.

8. Directors and Key Managerial Personnel:

As on 31^st March,2024, the Board consisted of five directors of whom three are independent directors and two Executive Directors of whom one is Chairman.

During the year, Ms. Varsha Kulkarni (DIN: 09399759) resigned with effect from 30^th November 2023 and Mr. H K Nagendra (DIN: 10438665), was appointed as Independent Directors by the Board with effect from 30^th December 2023. The appointment was ratified at the Extra-ordinary general meeting of the company held on 1^st March 2024.

The tenure of Mr. S V JAIN (00590275), who has served as an Independent Director on our Board, is set to expire on 27th September 2024. We extend our gratitude to Mr. S V Jain for his valuable contributions and dedication during his tenure.

In light of this, the Board has proposed the appointment of Mr. M D Dhanush as a new Director of the Company. This appointment will be put forward for approval at the forthcoming Annual General Meeting (AGM).

In terms of provisions of the Companies Act, 2013, Mr. Chand Datwani, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

9. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that there has been no change in the circumstances which may affect their status as independent directors during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the names of the Independent Directors of the Company have been included in the Data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors as per the provisions of the Companies Act, 2013 and the rules made thereunder.

10. Meetings of the Board

During the financial year, 7 Board meetings were held on 12.04.2023, 12.04.2023, 30.05.2023, 14.08.2023, 14.11.2023, 30.12.2023 and 14.02.2024. The other details including attendance are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

11. Committees of the Board

Your Company has the following committees which have been established as a part of the Corporate Governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details with respect to the compositions, roles, number of meetings held during the year is detailed in the Corporate Governance report of the Company, which forms a part of this Board’s Report.

12. Board Evaluation:

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

During the year 2023-24, Independent Directors met, discussed and reviewed the below:

• Performance of Non -Independent Directors

• Performance of the Chairman

• Performance of the Board Committees

• Overall performance of the Company.

The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation.

13. Familiarization program for the Board Members

Your Company has in place a structured induction and familiarization program for all its directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.

The Board members are provided with the necessary documents, brochures, reports, and internal policies to enable them to familiarize with the Company’s procedure and practice.

Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.

The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at below weblink:

https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

14. Directors'' responsibility statement:

Your directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the LOSS of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis.

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

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

15. Internal Financial Controls

The Company has closed the business operations and Wind Mill operations are under the control of Maharashtra Electricity Board. There are adequate internal financial controls with respect to financial statements.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outflow:

The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the Annexure ‘A’ forming part of this report as NA since entire factory operations got closed from 29th Sept 2018.

17. Particulars of Remuneration of directors and certain specified employees:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details are provided in the Annexure ‘B’, which is self-explanatory

18. Annual Return 2023-24

The copy of Annual Return for the financial year ending March 31, 2024 is available on the website www.venlonenterprises.com

19. The Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Act and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. Policy enables the Company to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The current policy is available on Company’s website at https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

The Managing Director, Whole time Director and CFO are promoters. For the position of other non-executive independent directors, experienced and reputed persons are selected from the Independent Directors’ Data Bank.

The non-executive director namely Shri S.V. Jain has waived his sitting fee.

20. Particulars of Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013

NIL

21. Particulars of contracts or arrangements with Related Parties (RPT)

The related party transactions that were entered into during the financial year were in the ordinary course of business and on an arm’s length basis.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature.

In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the website of the company

https://drive.google.com/file/d/1IFT0gsA1rfBo3m0RMyPhpkHJ8pC0-CFi/view

The particulars on RPTs in Form AOC - 2 is annexed to the Report as Annexure - C

22. Auditors & Auditors’ Report A. Statutory auditor

M/s. Laxminiwas and Co., Chartered Accountants, Mysore (Firm reg.no.: 011168S) are the Statutory Auditor of the company

The Auditors’ Report does not contain any qualification, reservation or adverse remarks. Further, no frauds have been reported by the Auditors in their reports.

B. Secretarial Auditor

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS R C Venkatesh Rao, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Company’s secretarial and other related records for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024 in Form MR-3 is appended to this report under Annexure - D

A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V(E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Board report under Annexure- E

23. Risk Management Policy

It is not mandatory to have a Risk Management Committee. Also, since the operations are closed, there is no such system in place.

24. Corporate Social Responsibility (CSR):

The Company does not fall under the threshold limit for mandatory CSR activities.

25. Vigil Mechanism

The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your directors further state that during the year under review, there were no cases filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As there are no employees crossing threshold limit no Internal Committee under this Act is informed.

27. Significant or Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

28. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There were no adverse material changes or commitments occurred after March 31, 2024 which may affect the financial position of the Company or may require disclosure.

29. Subsidiaries, Joint Ventures and Associates

Your Company does not have any subsidiary, joint venture or associates.

30. Change in the nature of business

There is no change in the nature of business of your Company.

31. Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. Maintenance of Cost records

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

33. Corporate Governance

Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company ensures that performance is driven by integrity.

The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit.

Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.

A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Board report under Annexure- E

34. Management Discussion and Analysis Report:

Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulation ,2015 Management Discussion and Analysis Report is presented in a separate section forming a part of annual report.

35. Other Disclosures:

Your company has not made any application, nor any proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

As the Company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

ACKNOWLEDGEMENTS: Your Directors wish to place on record the valued support and cooperation of Shareholders.

For and on behalf of the Board of Directors,

Place : Mysuru

Date :16.08.2024 Sd/-

(C.D. Datwani)

Chairman

---

Mar 31, 2015

Dear Members,

The Directors hereby present the 31" Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31 " March 2015.

As At As At FINANCIAL RESULTS 31st March 2015 31st March 2014 Rupees Rupees

01 REVENUE FROM OPERATIONS 661,493,362 626,146,903

Less : Excise Duty 54,584,624 49,642,698

Net Revenue from Operations 606,908,538 576,504,205

02 OTHER INCOME 13,904,701 13,076,674

03 TOTAL REVENUE [1 2 ] 620,813,239 589,580,879

04 EXPENSES

Cost of Material Consumed 397,106,972 456,740,902

Purchases of Stcxik in Trade 21,070,489 3,227,419

Changes in Inventories of Finished Goods, W|P & Stock in Trade 26,071,287 (51,607,054)

Employee Benefit Expenses 54,714,574 48,646,149

Finance Cost 27,790,483 25,766,124

De preciation and Amortization 62,010,3 20 32,839,825 Expenses

Other Expenses 100,977,752 102,451,523

Total Expenses 689,741,876 618,064,899

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (68,928,637) (28,484,020)

06 EXCEPTIONAL ITEMS - 1,594,170

07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (68,928,637) (30,078,190)

08 EXTRAORDINARY ITEMS

09 PROFIT / (LOSS) BEFORE TAX [ 7 - 8 ] (68,928,637) (30,078,190)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax

2, Deferred Tax: Asset/(Liability) 4,157,847 45,261,946

11 PROFIT 7 [ LOSS] FOR THE PERIOD FROM

CONTI NUING OPERATIONS [9-10] (64,770,7911 15,183,756

12 PROFIT t [LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING PERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTERTAX] [12-13]

15 PROFIT/[LOSS] FOR THE PERIOD [11 14] (64,770,791) 15,183,756

16 EARNING PER EQUITY SHARE ( Basic and Diluted) (1.24) 0.29

Note; Figures in bracket indicate loss. Previous year's figures have been regrouped/ reclassified wherever necessary.

RESERVES AND DIVIDEND:

During the year, no amount has been transferred to reserves since the Company has incurred losses. The increase in the reserves in comparison to the previous year is due to the additions to revaluation reserve.

The Directors have not recommended any dividend for the year, since there arc unabsorbed losses. PROFITABILITY:

Due to adverse market condition in Film segment (main tine of activity) the Company did not venture its marketing in that segment and on the contrary retied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Depreciation is the major contributor for the loss.

FINANCE AND TAXATION:

Existing working capital limit with Corporation Bank is operative during the current year. The working capital limits sanctioned by the aforesaid bank is adequate,

Income tax assessment for the assessment years 2012-13 is complete. That of 2013-4 is in progress, INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the Annexure 'A' forming part of this report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees arc good.

The Company does not fall under the threshold limit for mandatory CSR activities. The Company, however, is willing to take up CSR activities but due to continued losses, year after year, CSR activities could not be taken up.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the required details are provided in the Annexure B

Your Directors further state that during the year under review, there were no cases filed under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013.

DIRECTORS:

The Board consists of Jive directors of whom three are independent directors. During the year, the Board of Directors met 4 times.

On Sp March 2015, the shareholders have approved the re-appointment of Mr. C.D.Datwani as the Managing Director and Ms. S&roj Datwani 35 the Whole time Director, fora period of 3 years.

Ms, Saroj Datwani has also been appointed as the Chief Financial Officer of the Company by the Board of Directors with effect from financial year 2014-15.

The independent Directors have given a declaration that they fulfill the crieterial of independence as specified u/s 149 (6) of the Compsnies Act, 2013 and the clause 49 of the Listing agreement with the Bombay Stock Exchange Limited,

The Company's policy on appointment of Directors and their remuneration:

The Managing Director, Whole time Director and CFO are promoters. For the position of other non- executive Independent director, experienced and reputed persons are selected from plastic Industries manufacturers association or professionals like Chartered accountants, adovocates. Company Secretaries or Cost and management accountants.

The remuneration for the executive directors has been in line with Schedule V of the Companies Act, 2013. The non-executive directors have waived their sitting fees and nothing Is paid to them,

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular In paying requisite fees.

COMPANY SECRETARY:

Due to continued losses the Company could not financially afford appointment of a wholetime company secretary. However, the duties are being discharged by a Secretarial assistant under the guidance and advise of Shri.G,D, Rama ftao FCA, ACS a professional in practice of Chartered Accountancy, assisting the company ever since its public issue in 19B6-87. With his able guidance the company is free from investors complaints and is in compliance with all regulatory framework. He is a permanent invitee for all Committees and Board Meetings,

As required under section 204 of the Companies Act, 2013 read with the rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit report from a Practising Company Secretary has been obtained and the same is annexed to this report as Annexure E, The Secretarial Audit report does not contain any adverse remark, qualification or reservation,

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 00317SS) Statutory Auditors of the Company were appointed at the previous Annual General Meeting for a period of 3 years, The ratification of their appointment has been placed before the shareholders at the ensuing Annual General meeting. The Auditors' Report doesnot contain any adverse remark /qualification.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with reqirements set out under Schedule III to the Act, have been followed and there are no material departures from the same:

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively,

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022 EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of Companies Act, 2013 read with rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT-9 has been provided in Annexure C.

RELATED PARTY TRANSACTIONS: .

The transactions with related party have been provided in the Form AOC-2 which is provided as Annexure D.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by the Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company,

For and onibehalf cfthe.Board of Directors

C. D DATAWANI Chairman

Mysore 31st July 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2014.

As At As At FINANCIAL RESULTS 31st March 2014 31st March 2013 Rupees Rupees

01 REVENUE FROM OPERATIONS 626,146,903 276,791,419

Less : Excise Duty 49,642,698 21,981,519

Net Revenue from Operations 576,504,205 54,809,900

02 OTHER INCOME 13,076,674 11,301,661

13,076,674 11,301,661 03 TOTAL REVENUE [ 1 2 ] 589,580,879 266,111,561

04 EXPENSES

Cost of Material Consumed 456,740,902 145,771,781

Purchases of Stock in Trade 3,227,419 4,913,166

Changes in Inventories of Finished Goods, WIP & Stock in Trade (51,607,054) 27,393,312

Employee Benefit Expenses 48,646,149 46,349,613

Finance Cost 25,766,124 18,653,918

Depreciation and Amortization Expenses 32,839,825 26,342,348

Other Expenses 102,451,523 41,962,961

Total Expenses 618,064,899 311,387,099

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (28,484,020) (45,275,537)

06 EXCEPTIONAL ITEMS 1,594,170 45,853,100

07 PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (30,078,190) (91,128,637)

08 EXTRAORDINARY ITEMS - -

09 PROFIT / (LOSS) BEFORE TAX [7 - 8] (30,078,190) (91,128,637)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax - -

2. Deferred Tax: Asset/ (Liability) 45,261,946 (15,035,973)

11 PROFIT / [ LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] 15,183,756 (76,092,664)

12 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] - -

15 PROFIT / [LOSS] FOR THE PERIOD [11 14] 15,183,756 (76,092,664)

16 EARNING PER EQUITY SHARE (Basic and Diluted) 0.29 (1.74)

Note: Figures in bracket indicate loss. Previous year''s figures have been regrouped / reclassified wherever

necessary.

DIVIDEND:

Since the unabsorbed loss is persisting, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Due to adverse market condition in Film segment (main line of activity) the company did not venture its marketing in that segment and on the contrary relied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Depreciation is the major contributor for the book loss and the Company does not have cash loss.

FINANCE AND TAXATION:

Existing working capital limit with Corporation Bank is operative during the current year. The working capital limits sanctioned by the aforesaid bank is adequate.

Income tax assessment for the assessment years 2011-12 is complete. That of 2012- 13 is in progress.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure ''A'' forming part of this Report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, year after year CSR activity could not be taken up.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Notice of meeting has adequately covered re-appointment of Directors to be in consonance with Companies Act,2013

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with the Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate keeping in view of the provisions contained in Companies Act, 2013. The duties are presently complied by Company''s tax auditing firm''s partner who is a qualified Company Secretary.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors'' Report. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (the Act) it is hereby declared:

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

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

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

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

(v) that the internal financial controls are adequate and are operating effectively

(vi) that the Board has devised proper systems to ensure compliance of all applicable laws and such systems are adequate and operating effectively.

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by the Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company.

For and on behalf of the Board of Directors

CHAND D.DATWANI Chairman Mysore 31st July 2014

---

Mar 31, 2013

To the Members of Venlon Enterprises Limited

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2013.

As At As At FINANCIAL RESULTS 31st March 2013 31st March 2012 Rupees Rupees

01 REVENUE FROM OPERATIONS 276,791,419 327,653,019

Less : Excise Duty 1,981,519 18,189,541

: Net Revenue from Operations 54,809,900 09,463,478

02 OTHER INCOME 1,301,661 2,854,047

1,301,661 2,854,047

03 TOTAL REVENUE [1 2] 266,111,561 322,317,526

04 EXPENSES

Cost of Material Consumed 45,771,781 79,066,939

Purchases of Stock in Trade 4,913,166 9,438,136

Changes in Inventories of Finished Goods, WIP & Stock in Trade 7,393,312 3,271,948

Employee Benefit Expenses 6,349,613 1,006,827

Finance Cost 8,653,918 2,055,969

Depreciation and Amortization Expenses 6,342,348 3,900,746

Other Expenses 1,962,961 4,355,088

Total Expenses 311,387,099 353,095,653

05 PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX [3-4] (45,853,100) 76,496,402

06 EXCEPTIONAL ITEMS 45,853,100 76,496,402

07 PROFIT /(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6] (91,128,637) (107,274,531)

08 EXTRAORDINARY ITEMS

09 PROFIT / (LOSS) BEFORE TAX [7-8] (91,128,637) (107,274,531)

10 TAX EXPENSES

1. Current Tax [MAT] - -

Less: MAT Credit entitlement - -

Net Current Tax - -

2. Deferred Tax liability withdrawn (15,035,973) (32,571,727)

11 PROFIT/[LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS [9-10] (76,092,664) (74,702,804)

12 PROFIT /[LOSS] FROM DISCONTINUING OPERATIONS - -

13 TAX EXPENSES OF DISCOUNTINUING OPERATIONS - -

14 PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13] - -

15 PROFIT / [LOSS] FOR THE PERIOD [11 14] (76,092,664) (74,702,804)

16 EARNING PER EQUITY SHARE (Basic and Diluted) (1.74) (1.43)

Note: Figures in bracket indicate loss. Previous year''s figurgs have been regrouped / reclassified wherever necessary.

DIVIDEND:

Since the unabsorbed loss is persisting, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Due to adverse market condition in Film segment (main line of activity) the company did not venture its marketing in that segment and on the contrary relied upon para and formaldehyde products which marginally contributed towards recovery of fixed costs. Exchange fluctuation of Rs. 4,58,53,100 on ECB loan (non cash item) together with depreciation form major items of Book loss.

FINANCE AND TAXATION:

Existing working capital limits with State Bank of India and Corporation Bank are operative during the current year. The working capital limits sanctioned by the aforesaid banks are adequate.

Income tax assessment for the assessment years 2011-12 is complete. That of 2012-13 is in progress.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure ''A'' forming part of this Report.

INDUSTRIAL RELATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good. Due to continued losses, year after year CSR activity could not be taken up.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Particulars of Retiring Directors for re-appointment is disclosed in Corporate Governance report.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees to them.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors'' Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (the Act) it is hereby declared:

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

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

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

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

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by State Bank of India and Corporation Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company.

For and on behalf of the Board of Directors

CHAND D DATWANI

Mysore Chairman

30th May 2013

---

Mar 31, 2012

To the Members of Yenlon Enterprises Limited

The Directors have pleasure in presenting the 28th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In Lacs)

Current Year Previous Year 31st Mar 2012 31st Mar 2011

01. Income from Operations

a) Net Sales / Income from Operation 3,077.27 10,500.09

b) Other Operating Income 17.35 -

Total Income 3,094.62 10,500.09

02. Expenditure

a) Cost of Materials consumed 1,790.66 6,803.10

b) Purchases of Stock-in-trade 94.38 2.13

Current Year Previous Year 31st Mar 2012 31st Mar 2011

c) Changes in Inventories of finished Goods, Work-in- Progress and Stock-in-trade 32.72 118.45

d) Employee Benefits Expenses 410.06 260.99

e) Depreciation and amortization expenses 239.01 643.24

f) Other Expenses 743.55 1,724.23

Total Expenditure 3,310.38 9,552.14

03. Profit / (Loss) from Operations before Other Income and Finance Costs (215.76) 947.95

04. Other Income 128.54 80.61

05. Profit/(Loss) before Finance Costs (87.22) 1,028.56

06. Finance costs 985.52 273.75

07. Exceptional Items - -

08. Profit / Loss before Tax (1,072.74) 754.81

09. Tax Expenses (Reversal of Deferred Tax) (325.71) 351.81

10. Net Profit / (Loss) for the year after Tax (747.03) 403.00

Note: Figures in bracket indicate loss. Previous year’s figures have been regrouped/reclassified wherever necessary.

DIVIDEND:

Since the unabsorbed loss has not been fully wiped off, the Directors have not recommended any dividend for the year.

PROFITABILITY:

Market/economic conditions are very fluid and in spite of our best efforts we have been hit by exorbitantly high crude prices affecting our energy cost due to frequent increases in furnace oil price which is our prime source of energy. Quality of power supply from KEB is very poor and cannot be used for our highly automated digitalized operations. Efforts are being exerted to correct the same with little success presently, but we are confident that with our continuous

efforts, the profitability will bounce back with ever changing scenario.

FINANCE AND TAXATION:

Existing working capital limits with State Bank of India and Corporation Bank are operative during the current year. The working capital limits sanctioned by the aforesaid banks are adequate.

Income tax assessment for the assessment years 2009-10 is complete. That of 2010-11 is in progress.

INSURANCE:

The Company has adequately insured all its movable and immovable assets. FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure forming part of this Report.

INDUSTRIAL RELATIONS:

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

Particulars of Retiring Directors for re-appointment is disclosed in Corporate Governance report.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees to them.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors' Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (this act), it is hereby declared:

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

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

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

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

Cautionary Statement

Statements in this "Management Discussion and Analysis" contain forward looking statements which may be identified by the use of words in that directions or connoting the same. All statements that address expectations or projections about the future, including, but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results are forward looking statements.

These are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. The company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements, on the basis of any subsequent development, information or events.

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

DEMATERIALISATION OF COMPANY’S EQUITY SHARES:

The Company's Equity Shares have been activated for dematerialisation with Central Depository Services (India) Limited and with that of National Securities Depository Limited.

Particulars of the Registrar and Share Transfer Agent (RTA) where dematerialization request forms along with the physical certificates will be accepted is as follows:

M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor, Jehangir Art Gallary Fort, Mumbai - 400 023.

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by State Bank of India, Corporation Bank and ICICI Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Company.

For and to behalf of the Board of Directors

CHAND D. DATWANI

Chairman

Mysore

30th May 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report on the Business and Operations of the Company and Financial Results for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lacs)

Current Year Previous Year 31.03.2010 31.03.2009

Net Sales 8771.05 8059.06

Profit before interest & depreciation 448.91 97.89

Interest & financial charges 332.91 368.18

Profit before depreciation 116.00 (270.29)

Depreciation 332.29 318.69

Net Profit (216.29) (588.98)

Provision for Fringe Benefit Tax 0.26 4.50

Provision for Deferred Tax - 278.49

Profit after Tax (216.55) (314.99)

DIVIDEND:

To conserve the financial resources, the Directors have not recommended any dividend for the year.

PROFITABILITY:

There are no major changes in the scenario of polyester and metallised film market conditions.

FINANCE AND TAXATION:

Existing working capital limits with State Bank of India and Corporation Bank are operative during the current year. The working capital limits sanctioned by the aforesaid banks are adequate.

Income tax assessment for the assessment years 2008-09 and 2009-10 is in progress.

CURRENT OPERATIONS:

The product mix of manufacture of film, formaldehyde and generation of wind energy have been so regulated to optimize financial contribution from each segment to ensure stabilized conditions of the company.

FUTURE PLANS:

With the global energy equation in turmoil, it is prudent to stabilize and ride over the present situation.

INSURANCE:

The Company has adequately insured all its movable and immovable assets.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any Fixed Deposits from the Public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in the annexure forming part of this Report.

INDUSTRIAL RELATIONS:

Your Directors are pleased to record the appreciation and sense of commitment shown by our employees at all levels and acknowledges their contribution towards sustained progress of the Company. The relations between Management and Employees are good.

DIRECTORS:

The Board consists of five directors of whom three are independent directors.

LISTING AGREEMENT WITH STOCK EXCHANGES:

Listing agreement with Bangalore Stock Exchange Ltd., Bangalore and The Bombay Stock Exchange Ltd, Mumbai continue to be listed and the Company has been regular in paying requisite fees to them.

COMPANY SECRETARY:

The Company advertised for a suitable candidate in a leading English newspaper in Mysore on 25.05.2009. Only one candidate applied for the interview. He did not possess the requisite qualification. Upon calling for interview he did not appear. Continuous efforts are being made in this respect to identify a suitable candidate.

AUDITORS:

M/s Rau & Nathan, Chartered Accountants, (Firm No: 003178S) Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The particulars are furnished in Annexure B and forms part of Directors Report.

DIRECTORS" RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 (this act), it is hereby declared:

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

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

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

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

CERTIFICATE OF STATUTORY AUDITORS AS REGARDS COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of the Auditors of the Company in regard to this matter forms part of this Annual Report.

DEMATERIALISATION OF COMPANYS EQUITY SHARES:

The Companys Equity Shares have been activated for demateriaiisation with Central Depository Services (India) Limited and with that of National Securities Depository Limited.

Particulars of the Registrar and Share Transfer Agent (RTA) where dematerialization request forms along with the physical certificates will be accepted is as follows:

M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor, Jehangir Art Gallary Fort.Mumbai - 400 023.

Up to 30/09/2010

From 01/10/2010

M/s Alpha Systems Pvt Ltd., 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore -560003

The ISIN number of the scrip is: INE204D01022

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the services rendered by State Bank of India, Corporation Bank and ICICI Bank. Your Directors wish to place on record the valued support and cooperation of Shareholders, Customers and Suppliers of the Cornpany.

For and on behalf of the Board Directors CHAND D. DATWANI

Mysoure Chairman

29th May,2010