Directors Report of Victoria Enterprises Ltd.

Mar 31, 2024

Your Director’s take pleasure in presenting the Forty Second Annual Report on the business and
operations of your Company together with the Audited Financial Statement for the financial year ended
March 31, 2024.

1. Financial Summary or Highlights:

The financial highlights of the Company are as follows (Rs. in Lakhs):

(A l figures in Rs. Lakhs)

Particulars	Current Year	Previous Year
	2023-24	2022-23
Total Income	1,130.02	1.08
Total Expenditure (excluding Depreciation)	1,068.62	39.41
Profit/Loss for the year before providing Depreciation	85.29	(12.6)
Less: Depreciation	23.88	25.73
Profit/Loss before Tax	61.41	(38.33)
Less: Provision for Taxation
Current Year	-	-
Deferred Tax	55.65	(9.93)
Adjustment of tax for earlier years	-	-
Profit after Tax	5.65	(28.39)
Add: Other Comprehensive Income	-	-
Total Comprehensive Income	5.65	(28.39)

2. Financial Performance, Operations and State of the Company’s affairs:

During the year under review, the Profit before tax for the year was Rs. 61.41 Lakhs as against that of
Rs. (38.33) Lakhs of the corresponding previous year, registering a downfall.

Total Revenue from continuing operations was Rs. 1,130.02 Lakhs for the year ended March 31, 2024
as against Rs. 1.08 Lakh achieved during the previous year. The Loss after tax from continuing
operations for the year ended March 31, 2024 was to Rs. 61.41 Lakhs as against that of Rs. (38.33)
Lakhs during the previous year.

The financial performance is discussed in detail in the Management Discussion and Analysis Report
which forms part of the Annual Report.

3. Change in the nature of business, if any:

The Company is engaged in the business of real estate development. The Company is also in the process
to acquire some more real estate development projects in Mumbai and also outside Mumbai. The

Company is concentrating in development of both commercial as well as residential projects. There
was no change in the nature of business activity during the year.

4. Dividend:

Owing to continuous losses in the past few years, your directors regret their inability to recommend
any dividend for the year under review.

5. Share Capital:

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the
Company. As at 31^st March, 2024 the Authorized Share Capital of the Company stood at Rs. 50,00,000.
The Paid-up Share Capital of the Company as on 31^st March, 2024 stood at Rs. 50,00,000 divided into
5,00,000 Equity Shares of Re. 10/- each.

During the year under report, your Company has not issued any shares under any employee stock
option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting
or otherwise. Further, the Company has not bought back its own securities, during the year under
report.

6. Subsidiary, Associate and Joint Venture Companies:

Company do not have any subsidiary, associate and joint venture companies.

During the year, there have been no changes in subsidiary, associate and joint venture companies.

7. Management Discussion and Analysis Report:

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

8. Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your
Company. Thus, the Company is not required to annex a Report on Corporate Governance.

9. Deposits:

The Company has not accepted any deposits from public during the year under review.

10. 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 have been no changes affecting the financial positions of the Company occurred after the end of
Financial Year.

11. Directors and Key Managerial Personnel (KMP):

As on the date of this Report, your Company has 4 (Four) Directors consisting of 2 (Two) Independent
Directors including one Woman Director, 1 (One) Executive Director and 1 (One) Whole Time
Director.

In pursuance of the provisions of Section 152(6) of the Companies Act, 2013 (“Act”) and Articles of
Association of the Company, Mr. Satish Sharma (DIN: 01603829) retires by rotation from the Board
in the ensuing Annual General Meeting (‘AGM’) and, being eligible for re-appointment, has offered
himself for reappointment. The Board of Directors and the Nomination and Remuneration Committee
recommends his re-appointment to the Members of the Company.

The details of Directors or Key Managerial Personnel who were appointed or have resigned during the
year are as follows:

a. Mr. Jitendra Parihar (Membership No. A40734) has resigned from the post of the Company
Secretary & Compliance Officer of the Company w.e.f. 3^rd August, 2023.

12. Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as
required under the provisions of Section 149(7) of the Act, standing that they meet the criteria of
independence as provided in section 149(6) of the Act.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise,
experience and fulfil the conditions specified under the Act, and the Listing Regulations.

13. Remuneration Policy and Criteria for Selection of candidates for appointment as Directors, Key
Managerial Personnel and Senior Leadership Positions:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and
Employees of senior leadership Position as well as well-defined criteria for the selection of candidates
for appointment to the said positions which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to the executive and non-executive Directors (by way of sitting fees and commission),
Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the
various factors and attributes which are considered by the Nomination & Remuneration Committee
and the Board of Directors while making a selection of the candidates. The above policy along with
the criteria for selection is available at the website of the Company.

14. Familiarization program for the Independent Directors:

Though the Company is under CIRP and has no independent directors, Company has over the years
developed a robust familiarization process for the newly appointed directors with respect to their roles
and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been
aligned with the requirements under the Act and other related Regulations. This process inter-alia
includes providing an overview of the Company’s business model, the risks and opportunities etc.
Details of the Familiarization Programme are also available on the Company’s website.

During the period under review, it was not required to conduct programmes for familiarization of
Independent Directors in view of the CIRP and the resignations submitted by the Independent
Directors.

15. Board Evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The
Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria
for the performance of executive/nonexecutive/independent directors through peer-evaluation
excluding the director being evaluated. Each Board member is requested to evaluate the effectiveness
of the Board dynamics and relationships, information flow, decision-making of the directors,
relationship to stakeholders, company performance, company strategy, and the effectiveness of the
Board, as a whole and its various committees.

The Company has devised a policy for performance evaluation of the individual Directors, Board and
its Committees, which includes criteria for performance evaluation. However, the Company is under
Corporate Insolvency Resolution Process (CIRP) and the entire Board is suspended, hence no formal
evaluation of the Board has taken place.

16. Number of Meetings of the Board of Directors:

The Board of Directors met 06 (Six) times during the financial year 2023-24. The intervening gap
between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Attendance at the Board meetings:

Name of Director	30th May, 2023	14th August, 2023	6th September, 2023	20th September, 2023	10th November, 2023	8th February, 2024
Mr. Krishna Kumar Pittie	Present	Present	Present	Present	Present	Present
Mr. Satish Sharma	Present	Present	Present	Present	Present	Present
Ms. Meena Panchal	Present	Present	Present	Present	Present	Present
Mr. Dilip Kumar Pandey	Present	Present	Present	Present	Present	Present

17. Details of Committees of the Board:

Currently the Board has 2 Committees; the Audit Committee and Nomination and Remuneration
Committee. The composition of various committees and compliances, as per the applicable provisions
of the Companies Act, 2013 along with the Rules made there under, brief details of various
Committees are provided as follows:

i. Audit Committee:

The Audit Committee consisted of the following members as on 31st March, 2024:

Name of the Members	Designation	Category
Mr. Satish Sharma	Chairman	Whole-time Director
Mr. Dilip Kumar Pandey	Member	Independent Director
Ms. Meena Panchal	Member	Independent Director
Mr. Krishna Kumar Pittie	Member	Chairman, Executive Director

During the year, the Committee met 4 (Four) times. The details of the number of meetings and
attendance at the meeting are given below:

Name of Director	30th May, 2023	14th August, 2023	10th November, 2023	8th February, 2024
Mr. Krishna Kumar Pittie	Present	Present	Present	Present
Mr. Satish Sharma	Present	Present	Present	Present
Ms. Meena Panchal	Present	Present	Present	Present
Mr. Dilip Kumar Pandey	Present	Present	Present	Present

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of the following members as on 31^st
March, 2024:

Name of the Members	Designation	Category
Mr. Satish Sharma	Chairman	Whole-time Director
Mr. Dilip Kumar Pandey	Member	Independent Director
Ms. Meena Panchal	Member	Independent Director
Mr. Krishna Kumar Pittie	Member	Chairman, Executive Director

During the year, 1 (One) Nomination and Remuneration Committee Meeting was held. The details
of the attendance at the meeting are given below:

Name of the Members	03.08.2023
Mr. Satish Sharma	Present
Mr. Dilip Kumar Pandey	Present
Ms. Meena Panchal	Present
Mr. Krishna Kumar Pittie	Present

The appointment of the Directors and the Key Managerial Personnel is recommended to the Board
by the Committee. The Company has framed a policy to determine the qualification and attributes
for appointment and basis of determination of remuneration of all the Directors, Key Managerial
Personnel and other employees.

18. Details of Remuneration to Directors:

The information relating to remuneration of Directors and details of the ratio of the remuneration of
each Director to the median employee’s remuneration and other details as required pursuant to section
197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure: A to the report.

19. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, (‘the Act’) the details of
Investments made are provided in the standalone financial statements under Note No. 7. The Company
has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans,
Guarantees or Investments during the year.

20. Particulars of contracts or arrangements with Related Parties:

During the year, the Company had not entered into any contract/ arrangement/ transaction with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

None of the Directors and the Key Managerial Personnel has any pecuniary relationships or
transactions vis-a-vis the Company.

21. Vigil Mechanism / Whistle Blower Policy:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, in terms
of the provisions of Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for its Directors and Employees, to provide a framework to facilitate responsible and secure
reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company’s
Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company.

22. Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements.
These are continually reviewed by the Company to strengthen the same wherever required. The
internal control systems are supplemented by internal audit carried out by an independent firm of
Chartered Accountants and periodical review by the Management and the same also covered in
Management Discussion and Analysis Report.

23. Risk Management Policy:

The Company has a well-defined risk management framework in place, which provides an integrated
approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with
the business of the Company. Although the Company is not mandatorily required to constitute the Risk
Management Committee, but to ensure effective risk management the Board of Directors constituted
the Risk Management Committee to monitor and review risk management, assessment and

minimization procedures and to identify, review and mitigate all elements of risks which the Company
may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence,
the Company has adopted a Risk Assessment and Management policy (“Policy”) to formalize risk-
based decision-making together with management processes. Risks are managed through a formal risk
process as set forth in the Policy.

This policy articulates the requirements for processes which include identifying, assessing, measuring,
and monitoring risk activities across the organization and establishes governance roles for risk
management.

24. Auditors:

Statutory Auditors:

The Company have appointed Messrs. Parekh Shah & Lodha, Chartered Accountants, Firm
Registration Number (107487W) as the Statutory Auditors of the Company at the Forty First AGM to
the date of conclusion of the Forty Sixth Annual General Meeting of the Company.

Messrs. Parekh Shah & Lodha, Chartered Accountants, Statutory Auditors of the Company have
resigned from the position of Statutory Auditors of the Company on 14^th August, 2024 siding the
reason of being a non-peer reviewed firm due to expiration of peer review certification of the firm.

The Auditors’ Report furnished by Messrs. Parekh Shah & Lodha, Chartered Accountants on the
financial statements for the financial year ended 31^st March, 2024.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Dharmesh Bohra
& Associates, Practicing Company Secretary (C.P. No.: 22487, Membership No. A49773) to
undertake the Secretarial Audit of the Company.

A Secretarial Audit Report given by M/s. Dharmesh Bohra & Associates, Practicing Company
Secretary is annexed with the report as Annexure: B and forms an integral part of this Report.

25. Listing with Stock Exchanges:

At present the equity shares of the Company are listed on BSE Limited.

26. Transfer of amounts to Investor Education and Protection Fund (IEPF):

During the year no amount have been transferred to IEPF.

27. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with
SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of

conduct for prevention of insider trading and the Code for Corporate Disclosures (“Code”), as
approved by the Board from time to time, are in force by the Company.

28. Compliance with the provisions of Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The Company is an equal opportunity provider and continuously strives to build a work culture which
promotes the respect and dignity of all employees across the Organization. In order to provide women
employees a safe working environment at workplace and also in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules framed thereunder, the Company has formulated a well-defined policy on prevention,
prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All
women who are associated with the Company-either as permanent employees or temporary employees
or contractual persons including service providers at Company sites are covered under the above
policy. The said policy has been uploaded on the internal portal of the Company for information of all
employees.

No complaints pertaining to sexual harassment of women employees from any of the Company’s
locations were received during the year ended 31^st March, 2024.

29. Corporate Social Responsibility:

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not
applicable to the Company.

30. Significant and Material Orders passed by the Regulators or courts or tribunals impacting the
Going Concern status and company’s operations in future:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company’s future operations.

31. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 for the year ended 31^st March, 2024 are provided under Annexure: C to this report.

32. Details of one-time settlement:

During the year under review, there were no instances of on time settlement with any Banks or
Financial Institutions.

33. Annual Return:

The Annual Return of the Company has been placed on the website of the Company and can be
accessed at https://www.victoriaenterprises.co.in Pursuant to the provisions of Section 92(1) of the
Companies Act, 2013 as amended by the Companies Amendment Act, 2017.

34. Compliance with Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government.

35. Directors’ Responsibility Statement:

As stipulated under section 134(3) (c) read with Section 134(5) of the Act, your Directors hereby state

and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the
applicable accounting standards have been followed and that there are no material departures from
the same;

b) they 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 ended on March 31, 2024 and of the profit
and loss of the Company for that period;

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

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

e) they have laid down internal financial controls for the Company and such internal financial
controls are adequate and operating effectively during the financial year ended March 31, 2024;
and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively during the financial year ended March
31, 2024.

For Victoria Enterprises Limited,

Sd/-

Krishna Kumar Pittie

Chairman

DIN:00023052

Date: 30^th August, 2024

Place: Mumbai

---

Mar 31, 2013

To, The Members of VICTORIA ENTERPRISES LTD.

The Directors have pleasure in submitting their Annual Report together with the audited statement of accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lacs) Particulars 2012-13 2011-12 Turnover for the period (including increase/(decrease) 898.25 1051.47 in Work in Progress)

Other incomes 13.62 7.25

Total Income 911.87 1058.72

Profit before depreciation, interest & tax 213.80 261.00

Interest & Finance Costs 202.65 256.45

Depreciation 118 0.95

Profit before tax 197 3.60

Tax including deferred tax and provisions for earlier 3.60 2.26 years

Profit after tax 6.37 34

2. OPERATIONS:

The Company is engaged in the business of real estate development. The Company is also in the process to acquire some more real estate development projects in Mumbai and also outside Mumbai. The Company is concentrating in development of both commercial as well as residential projects.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize the opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in the business of theiCompany in the near future in this segment y>^^£RS^ 3. GOVERNMENTfflfl3;fflff%:,

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way. Foreign Investment Promotion Board (FlPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost

4- OPPORTUNITIES AND THREATS:

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re- allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity to every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

7. FIXED DEPOSITS:

During me year tinder review, the company has not taken any deposits from Public.

8. DIRECTORS;

The Director Mrs. Sangeeta Pitrie retires by rotation at the close of AGM and being eligible for re-appointment offered herself for the same and the board recommends her appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year ended 31s* March, 2013 the applicable accounting standards have been followed along wim 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year tinder review; (iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company arid for preventing and detecting fraud and other .irregularities;

(iv)That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a''going concern''basis.

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

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

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

12. AUDITORS :

The Statutory Auditors of the Company M/s. Parekh Shah & Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

13. AUDITORS OBSERVATIONS:

(i) That Auditors comment on the internal audit system of the company. Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

(ii) That Auditors comment on provision of interest on term loan account of Bank of Baroda are self explanatory that the Company has provided for the interest on tfee term loan account as per the agreed rate of interest and has provided their liability. However the Bank has not provided for any interest as they have classified the same as Nan Performing Assets

14. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to and forms part of the report.

15. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For PAFtEKH SHAH & LODHA

Chartered Accountants

Place: Mumbai

Date : 30th May, 2013.

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Mar 31, 2012

To, The Members of VICTORIA ENTERPRISES LTD.

The Directors have pleasure in submitting their Annual Report together with the audited statement of accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2011-12 2010-11

Turnover for die period (including increase/(decrease) 1047.86 1457.43 in Work in Progress)

Other incomes 10.86 8.00

Total income 1058.72 1465.43

Profit before depreciation, interest & tax 261.00 570.41

Interest & Finance Costs 256.45 564.54

Depredation 0.95 1.18

Profit before tax 3.60 4.69

Profit after tax 1.34 3.07

2. OPERATIONS:

The Company is engaged in the business of real t state development. The Company is also in the process to acquire some more real estate development projects in Mumbai and also outside Mumbai. The Company is concentrating in development of both commercial as well as residential projects.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize tine opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in die business of the Company in the near future in this segment.

3. GOVERNMENT INITIATIVES :

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way.

Foreign Investment Promotion Board (FIPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides-the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in lurn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost.

4. OPPORTUNITIES AND THREATS :

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re- allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity 10 every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the. real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

7. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

8. DIRECTORS:

The Director Mr. Krishna Kumar Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered himself for die same and die board recommends his appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of die Companies Act 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

(i) That in the preparation of the accounts for die financial year ended 31st March, 2012 die applicable accounting standards have 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 are estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; ,

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for . safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

(v) That Auditors comment on the internal audit system of the company, Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

10. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

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

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(l)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable lo the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

12. AUDITORS :

The Statutory Auditors of the Company M/s. Parekh Shah & Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

13. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

14. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business lo achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed.to and forms part of the report.

15. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.



For and on behalf of the Board





(Director)

Place : Mumbai Date : 30th May, 2012

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Mar 31, 2010

The Members of,

VICTORIA ENTERPRISES LTD.

(Formerly known as DOWN TOWN TRADING AND INVESTMENTS LTD.)

The Directors have pleasure in submitting their 28th Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2009-10 2008-09

Turnover for the period (including increase/ (decrease) 1044.08 514.17 in Work in Progress

Other incomes 7.50 0.44

Total Income 1051.58 514.61

Profit before depreciation, interest &: tax 483.93 441.14

Interest & Finance Costs 478.28 411.41

Depreciation 1.66 25.92

Profit before tax 3.99 3.81

Profit after tax 3.67 0.93

2. OPERATIONS:

The Company is engaged in the business of real estate development. The Company is also in the process to acquire some more real estate development projects in Mumbai and also outside Mumbai. The Company is concentrating in development of both commercial as well as residential projects.

Presently the real estate market in the India is doing very well and the management of the Company is positive to crystallize the opportunities of the market and considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

Management is expecting good growth in the business of the Company in the near future in this segment.

3. GOVERNMENT INITIATIVES:

The Government of India announced stimulus package which, coupled with the Reserve Bank of India''s move allowing banks to provide special treatment to the real estate sector, is likely to impact the Indian real estate sector in a positive way.

Foreign Investment Promotion Board (FIPB) announced new foreign direct investment policy (FDI) during the current year aimed at simplifying existing norms to attract foreign investment into India.

Besides the above measures, the government also announced an economic stimulus package keeping in mind the impact of the global slowdown on the Indian real estate sector. Public sector banks and private sector banks announced a package for home loan borrowers in various categories. This is expected to increase borrowing for homes and in turn give a boost to the realty sector. Moreover, excise duty cuts on cement and steel are expected to bring down construction cost.

4. OPPORTUNITIES AND THREATS :

With the downturn in the Real Estate market caused by the global economic slowdown, there is an opportunity of creating portfolios in the affordable Real Estate market and to grow the largely untapped mid-market segment. Real estate companies have seized the opportunity to re-classify their products / offerings in order to cater to the high volume affordable housing segment. Other measures include postponing new launches, re-allocating funds and focusing on completion of pre-committed projects, re-orienting product portfolio in favour of mid-income / affordable homes and cutting construction cost via value engineering to survive the ongoing slump. The present crisis present an opportunity to every real estate company to correctly identify end-user needs and keep affordability in mind before embarking on newer projects. There is also an urgent need for deregulation of most of the laws pertaining to the real estate sector.

5. RISKS AND CONCERNS :

Macro risks

- Global geo-political risk, economic shocks and policy reversals

- Economic risks - rising interest rates, inflation and currency risks

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. Real Estate Sector Specific Risks

- Oversupply - in few product classes - IT SEZs, luxury end residential.

- Land acquisition— the land acquisition process in India and its entitlement is anything but simple. It is a very long drawn complicated afford.

- Lack of verifiable records - the serious gap in ownership records as well as land titles being unclear, could pose several hurdles.

- Regulatory risk - several regulatory issue remain.

- Transparency risk - Indian real estate market transparency is rated low as compared to international real estate transparency levels. Although market transparency has improved, it is still hard to get reliable and verifiable information.

- Lack of title insurance - The real estate market in India does not have title insurance. There is a risk of latent ownership issue in transactions with individual land owners.

- Property linked infrastructure risks - At major locations, the public infrastructure is under strain. Though development and construction is proceeding at a furious ace, required urban infrastructure is not catching up fast enough.

- Lack of real estate securities legislation.

- Lack of uniform land laws - varying rules, regulations, standards, practices from town to town across India.

- Lack of institutional mechanism to review and regulate the conduct of valuation professionals as well as the qualifications and conduct of bodies certifying their expertise.

- Distress sale by other developers likely to push down prices

- Demand becoming increasingly price and product sensitive.

The Company is mitigating these risks by way of qualitative market research, faster decision making, and by taking a freshlook at its entire set of processes, apart from undertaking proactive approach towards problem resolution. Property financing remains largely conducted through conventional mortgages, with the volume of more modern, transparent and liquid products still negligible. This is partly due to high registration charges and transaction costs and structural impediments in the securitization legal framework. Industry database on transaction volumes, structures and prices are also largely undeveloped.

7. DIVIDEND;

Due to conserve the resources of the Company, your Director have not recommend any dividend.

8. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

9. DIRECTORS:

The Director Mr. Hasmukh Nandlal Shah retires by rotation at the close of AGM and being eligible for re-appointment offered himself for the same and the board recommends his appointment.

Mr. Umesh Synghal was appointed as additional Director of the Company on 5th October, 2009. Notice has been received from a member signifying his intention to propose appointment of Mr. Umesh Synghal as a director.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st

March, 2010 the applicable accounting standards have 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a ''going concern'' basis.

11. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

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

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

13. AUDITORS:

The Statutory Auditors of the Company M/s. Parekh Shah &. Lodha, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

14. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

15. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to and forms part of the report.

16. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director)

Place : Mumbai Date : 31st May, 2010.

---

Mar 31, 2009

The Directors have pleasure in submitting their 27th Annual Report together with the audited statement of accounts for the year ended 31st March, 2009.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2008-09 2007-08

Turnover for the period (Including Increase/ (Decrease) 514.17 5024.73

in Work in Progress)

Other Incomes 0.44 Nil

Total Income 514.61 5024.73

Profit before Depreciation & Tax, 29.73 223.17

Depreciation 25.92 22.58

Profit before Tax 3.81 200.59

Profit after Tax 0.93 123.87

2. OPERATIONS.

The Company is engaged in the business of real estate development. Presently the following three real estate development projects of the Company are under development:

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

Development of the said projects is going on in full swing and the Company is positively targeting the above projects in the coming financial year.

Details of the projects under development are as under:

a) Victoria Elegance: Located at Shivaji Park, Dadar, Mumbai 400 028. A 12 storied residential cum commercial complex in one of the prime commercial cum residential area of Mumbai city. The project is expected to complete on or before March, 2011.

b) Pittie Chambers: Located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051, a prime business and commercial area of Mumbai city.

The company will construct ground + 7 storey commercial building, which is expected to complete on or before March 2010.

c) Pittie Plaza: Located at Manji Ka Hatta, Main Mandore Road, Near P & T Office, Paota, Jodhpur (Rajasthan), second largest and developed city of the State of Rajasthan, after Jaipur. The Company will construct Basement + Ground + 7 Story commercial complex and expected to complete on or before March, 2011.

The Company is also in the process to acquire some more real estate development projects in Mumbai as well as outside Mumbai. The Company is concentrating on development of quality commercial as well as residential projects/spaces.

Presently the real estate development industry is doing well in India, although there are some pressures on the industry as a whole due to various market circumstances/conditions, particularly on the financial front. But the said circumstance, would not affect the operation and growths of the Company to a larger extent since all of the projects, which are under development, are financially closed. The management of the Company is positive to crystallize the opportunities of the market with the rich experience of the promoters in the real estate development. The Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for the projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

8 DIVIDEND:

Due to conserve the resources of the Company, your Director have not recommend any dividend.

9. FIXED DEPOSITS :

During the year underreview, the company has not taken any deposits from Public.

10. DIRECTORS:

The director Mrs. Sangeeta Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered her selves for the same and the board recommends her appointment.

11. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable accounting standards have 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2009 on a going concern basis.

12. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

13. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned foreign exchange and incurred expenditure Rs. 62.84 Lacs (P.Y. Rs. NIL) in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(1) (e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

14. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

15. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

16. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditors Certificate on its compliance is annexed to and forms part of the report.

17. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board



(Director)

Place : Mumbai

Date : 30th June, 2009.

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Mar 31, 2008

The Directors have pleasure in submitting their 26th Annual Report together with the audited statement of accounts for the year ended 31st March, 2008.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2007-08 2006-07

Turnover for the period including 5024.73 1,350.53 increase / (decrease) in Work in Progress) Other incomes Nil 2.79 Total Income 5024.73 1,353.33 Profit before depreciation & tax 223.17 59.11 Depreciation 22.58 3.29 Profit before tax 200.59 55.82 Profit after tax 123.88 47.05

2. OPERATIONS:

The Company is engaged in the business of real estate development. Presently the following three real estate development projects of the Company are under development:

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

Development of the said projects is going on in full swing and the Company is positively targeting the above projects in the coming financial year. All of the above projects are financially closed.

In the very short period of the operation the Company is being able to achieve a significant growth and reported net profit after tax of Rs. 123.87 lacs against a net profit of Rs. 47.05 lacs in the earlier financial year.

Details of the projects under development are as under:

a) Victoria Elegance: Located at Sivaji Park, Dadar, Mumbai 400 028. A 12 storied residential cum commercial complex in one of the prime commercial cum residential area of Mumbai city. The project is expected to complete on or before December 2009.

b) Pittie Chambers: Located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051, a prime business and commercial area of Mumbai city. The company will construct ground + 7 storey commercial building, which is expected to complete on or before June 2009.

c) Pittie Plaza: Located at Manji Ka Hatta, Main Mandore Road, Near P & T Office, Paota, Jodhpur (Rajasthan), second largest and developed city of the State of Rajasthan, after Jaipur . The Company will construct Basement + Ground + 7 Story commercial complex and expected to complete on or before December 2009.

The Company is also in the process to acquire some more real estate development projects in Mumbai as well as outside Mumbai. The Company is concentrating on development of quality commercial as well as residential projects/spaces.

Presently the real estate development industry is doing well in India, although there are some pressures on the industry as a whole due to various market circumstances/conditions, particularly on the financial front. But the said circumstance would not affect the operation and growth of the Company to a larger extent since all of the projects, which are under development are financially closed. The management of the Company is positive to crystallize the opportunities of the market with the rich experience of the promoters in the real estate development, the Management is expecting good growth of this business segment of the Company in the near future.

Quality, punctuality in giving possession to the customers, proper guidance to the customers and foresight in selection of land for the projects are the basic parameters to get success in the real estate and development industry. The Company is following the same standards and philosophy in the business.

3. DIVIDEND:

To conserve the resources of the Company, your Directors have not recommend any dividend for the year.

4. FIXED DEPOSITS :

During the year under review, the company has not taken any deposits from Public.

5. DIRECTORS :

The director Mr. Satish Sharma retires by rotation at the close of ensuing Annual General Meeting and being eligible for re-appointment and offered him selves for the same. The board recommends his re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed.

i) That in the preparation of the accounts for the financial year ended 31st March, 2008 the applicable accounting standards have 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2008 on a going concern basis.

7. DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

8. CONVERSATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

The company has not earned any foreign exchange or incurred any expenditure in foreign exchange during the year.

Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in the business.

9. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

10. AUDITORS OBSERVATIONS:

The comments of the auditors in their report are self-explanatory and need no further clarification.

11. CORPORATE GOVERNANCE:

Report and details on corporate governance has not been given in the directors report as required under Clause 49 of the Listing Agreement, since at present this clause is not applicable on the Company, still the Company is following high standard of governance in its operations and the management always believes in high standard governance considering the size and nature of the Company. Whenever in the future requirements of corporate governance will be applicable on the Company, the Company will comply the same as per Clause 49 of Listing Agreement.

12. COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a certificate from a Secretary in the whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 copy of such certificate is annexed to this report and forms part of this report.

13. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to the Bankers of the Company for their continuous trust and support to the business and growth of the Company. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director) Date : 30.06.2008 Place : Mumbai

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

To, The Members of, VICTORIA ENTERPRISES LTD., (Formerly known as DOWN TOWN TRADING AND INVESTMENTS LTD.)

The Directors have pleasure in submitting their 24th Annual Report together with the audited statement of accounts for the year ended 31st March, 2006.

1. FINANCIAL HIGHLIGHTS:

Amount in Rs.

Turnover for the period (including 23,10,68,402 increase/(decrease) in stock) Other incomes 15,85,219 Total Income 23,26,53,621 Profit before depreciation, interest & tax 16,96,515 Interest & Finance Costs 15,36,198 Depreciation 6,656 Pro before tax 32,69,369 Profit after tax (33,00,277)

2. OPERATIONS:

The Company has started the business of real estate development and entertainment during the current financial year. Presently the Company has taken two real estate development projects in Mumbai. The details of projects under development are Victoria Elegance located at Sivaji Park, Dadar, Mumbai 400 028. The company will construct 10 storey residential cum commercial complex. The project is expected to be completed on or before March 2008 another project is Pittie Chambers located at Bandra Kurla Link Road, Bandra (East), Mumbai - 400 051. The company will construct ground + 7 storey commercial building and it is expected to be completed on or before March 2008.

Quality, punctuality in giving possession to the customers, proper guidance to customers and foresight in selection of land for projects are the basic parameters to get success in real estate and development industry. The Company is also in the process to take one more projects of real estate development in the coming financial year considering the rich experience of the promoters in real estate development the Management is expecting good growth of this business segment of the Company in the near future.

The Company has also started entertainment business during the financial year and started production of a Hindi movie; we are expecting the release of the same by the end of next financial year apart from movie production the Company is also exploring various options in this segment like distribution of movies, acquisition of rights and financial assistance etc.

Management is expecting good growth in the business of the Company in the near future.

3. FIXED DEPOSITS:

During the year under review, the company has not taken any deposits from Public.

DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

The company does not have any employee who is covered by section 217 (2A) of the companies Act, 1956.

CONVERSATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

The company has not earned foreign exchange or incurred any expenditure in foreign exchange during the year. Since the Company does not have any manufacturing activities, the other particulars are required by Section 217(I)(e) of the Companies Act, 1956 read with companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Although the company is making all efforts to conserve energy and update its technology to remain competitive in business.

DIRECTORS:

The director Mrs. Sangeeta Pittie retires by rotation at the close of AGM and being eligible for re-appointment offered her selves for the same and the board recommends her appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2006 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied theme consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors have taken proper, and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2006 on a going concern basis.

8. AUDITORS:

The Statutory Auditors of the Company M/s. Ravindra Chaturvedi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

9. AUDITORS OBSERVATIONS:

The comments of the auditors in their report is self explanatory and need no further clarification.

10. CORPORATE GOVERNANCE:

Report and details on corporate governance has not been given in the directors report as required under Clause 49 of the Listing Agreement, since at present this clause is not applicable on the Company, still the Company is following high standard of governance in its operations and the management always believes in high standard governance considering the size and nature of the Company. Whenever in the future requirements of corporate governance will be applicable on the Company, the Company will comply the same as per Clause 49 of Listing Agreement.

11. COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a certificate from a Secretary in the whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 copy of such certificate is annexed to this report and forms part of this report.

12. ACKNOWLEDGMENT:

Your directors wish to place on record their thanks to our Bankers. The Board also places on record their appreciation for the devoted services rendered by the employees.

For and on behalf of the Board

(Director)

Place : Mumbai Date : 30th June, 2006.

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Mar 31, 2004

To, The Members, The Directors have pleasure in submitting their 22nd Annual Report together with the audited statement of accounts for the year ended 31st March, 2004. FINANCIAL HIGHLIGHTS Amount (Rs.) Amount Rs. 2003-2004 2002-2003 (Loss)/Profit before provision for taxation 38.625 (69.790) Deduct/Add:- Provision for Taxation - - (Loss)/Profit after taxes 38.625 (69,790) (Deduct)/Add:- Profit and Loss Account Balance brought forward 4,56,950 5,26,740 4,95,575 4,56,950 Income Tax paid for earlier years 1,826 - Balance carried forward 4,93,749 4,56,950 DIVIDEND In view of smallness of profit and with a view of strengthen tile reserves, your Directors do not recommend payment of any dividend for the year. GENERAL As regards auditors observation for provision for diminution in value of long term investments, note no.6 in Schedule "B" to the accounts is self explanatory. Further, the Company is an investment company and does not hale that volume of business activities which warrants the introduction of an internal audit system. DIRECTORS Arun D. Aggarwal and Anita P. Aggarwal, Directors retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment. PERSONNEL There were no employees during remuneration of more than Rs.24,00,000/- per annum or Rs.2,00,000/- per month if employed for part of the rear and hence the information pursuant to Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 are not annexed. AUDITORS M/s. B.L. Sarda & Co. Chartered Accountants, retire at the ensuing Annual General Meeting arid, being eligible, offer themselves for reappointment. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors makes the following statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956. (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a the and fair view of the state of affairs of file Company at the end of the financial year and of the Profit and Loss of file 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 deducting fraud and other irregularities ; (iv) That the Directors had prepared the annual accounts oil a going basis. COMPLIANCE CERTIFICATE In accordance with section 383A of the Companies Act. 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in the whole tinge practice. conforming that the company has complied with all the provisions of the Companies Act, 1956, copy of such certificate is annexed to this report and forms part of this report. PARTICULARS OF CONSUMPTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO The company has no foreign exchange earnings and outgo. Since the Company does not have ally Manufacturing activities. the other particulars as required by Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in file report of Board of Directors) Rules, 1988 are not applicable to the Company. BY ORDER OF THE BOARD Place : Mumbai Dated : 2ND AUGUST, 2004 DIRECTOR

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Mar 31, 1999

The Directors have pleasure in submitting their 17th Annual Report together with the audited statement of accounts for the year ended 31st March, 1999.

FINANCIAL HIGHLIGHTS

Amount (Rs.) Amount (Rs.) 1998-99 1997-98

(Loss)/Profit before provision for taxation (26,432) (7,948)

Deduct/Add :- Provision for Taxation - -

(Loss)/Profit after taxes (26,432) (7,948)

Deduct/Add : Profit & Loss Account

Balance brought forward 9,173 17,121

Balance carried forward (17,259) 9,173

DIVIDEND

In view of losses incurred during the year, the Directors do not recommend payment of any dividend for the year.

GENERAL

M/s. Asia Publishing House Ltd., M/s. Dharambir Manoharlal Ltd., M/s. Dharambir Manoharlal Properties Ltd., M/s. Steel Suppliers Ltd., and M/s. Dharam Estates & Investments Ltd. continued to be subsidiary Companies of the Company. Statement pursuant to Section 212 of the Companies Act, 1956 concerning the subsidiary companies is annexed herewith.

Inspite of all the efforts, the Company has still not been able to appoint a Secretary in accordance with the provisions of the Companies Act, 1956, since no suitable person is available for the post. The directors are still trying for the same.

The Company is an investment company and does not have that volume of business activities which warrants the introduction of an internal audit system.

DIRECTORS

Mrs. Vishakha A. Aggarwal and Mrs. Anita P. Aggarwal were appointed as Directors u/s 257 of the Companies Act, 1956 in the Extra Ordinary General Meeting held on 26th December, 1998.

Mrs. Phoolvati D. Aggarwal, a Director of the company expired during the year. The Board of Directors place on record the appreciation for services rendered by Mrs. Phoolvati D. Aggrwal during the tenure of her Directorship.

Shri Pawan D. Aggarwal and Mrs. Vishakha A. Aggarwal, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

PERSONNEL

There were no employees drawing remuneration of more than Rs. 3,00,000/- per annum or Rs. 25,000/- per month if employed for part of the year and hence the information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 are not annexed.

AUDITORS

M/s. B.L. Sarda & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

PARTICULARS OF CONSUMPTION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The Company has no foreign exchange earnings and outgo. Since the Company does not have any Manufacturing activities, the other particulars as required by section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.