డైరెక్టర్ల నివేదిక Speedage Commercials Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 40^th (Fortieth) Board’s Report, along with the audited financial statements for the financial year ended 31st March, 2025.

1. Financial Results:

The net worth of the Company stands at 16,280.25 Lakhs as of 31st March, 2025, against 13,268.06 Lakhs as of 31st March, 2024.

The summarized financial results of the Company for the year ended 31st March, 2025, as compared with the previous financial year, are as under:

Particulars	Year ended 31st March, 2025 (Rs. In Lakhs)	Year ended 31st March, 2024 (Rs. In Lakhs)
Income	644.98	1,775.60
Expenses	31.97	15.95
Profit before tax	613.01	1,759.65
Provision of Taxation	158.33	443.32
Profit from Continuing Operations after Tax	454.68	1,316.33
Other Comprehensive Income	2,557.52	3,214.05
Total Comprehensive Income for the year	3,012.19	4,530.38
Transfer to Reserves	-	-
Total Reserves & Surplus	16,280.25	13,268.06

2. Results of Operations and State of Company’s Affairs:

The income generated in respect of Financial Year ended 31st March 2025 was Rs. 644.98 lakhs as against the income of Rs. 1,775.60 lakhs generated for the Financial Year ended 31st March 2024. Profit after tax for the Financial Year ended 31st March 2025 stood at Rs. 454.68 lakhs as against the profit after tax of Rs. 1,316.33 lakhs generated during the Financial Year ended 31st March 2024.

The Directors are hopeful of a better performance in the upcoming years.

3. Share Capital:

During the year under review, there was no change in the capital structure of the Company and the authorized and paid-up share capital as on 31st March, 2025 stands as follows:

The Authorized Share Capital of the Company is Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is Rs. 98,00,000/- (Rupees Ninety-Eight Lakh Only) divided into 9,80,000 (Nine Lakh Eighty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

4. Dividend:

To conserve resources for future growth plans, the Board does not recommend any dividend on equity shares.

5. Transfer to Reserves:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

6. Holding/Subsidiary/Associate companies & its performance:

The Company does not have any Holding, Subsidiary and Associate Companies as on 31^st March, 2025.

7. 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:

As detailed in the financial statements of the Company, there have been no material changes or commitments that would affect the financial position of the Company from the end of the fiscal year in question to the date of this report, except as disclosed therein. This statement attests to the stability and continuity of our financial operations.

8. Directors and Key Managerial Personnel:

There were no changes in the Directors during the year under review.

Mr. Shyam Amritlal Thakrar was appointed as the Company Secretary with effect from November 13, 2024.

Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh Sanghvi (DIN: 07274074) ceased to be the Directors of the Company upon completion of their second term as Independent Directors with effect from the end of day on August 30, 2025. Your Directors wish to place on record their appreciation for the contributions made by Mr. Aditya Srivastava and Mr. Dipesh Sanghvi during their tenure as the Independent Directors of the Company.

The Board of Directors of the Company, at their meeting held on August 29, 2025 pursuant to the recommendation of the Nomination and Remuneration Committee, appointed Mr. Nilesh

Sheth (DIN: 09356319) as the Independent Director of the Company, for a period of five years with effect from August 29, 2025. The said appointment is subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

The Board of Directors of the Company, at their meeting held on August 31, 2025 pursuant to the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Mansi Srivastava (DIN: 09045444) as the Independent Director of the Company, for a period of five years with effect from August 31, 2025. The said appointment is subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, and are independent of the management and possess requisite qualifications, experience, proficiency and expertise and the Board has recommended their appointment to the Shareholders.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh B. Bhansali, Non- Executive Non-Independent Director (DIN: 01062853) retires by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offers himself for re-appointment.

The relevant resolution proposing his re-appointment has been included in the Notice of the ensuing Annual General Meeting for the approval of the Shareholders thereon.

9. Declaration by Independent Directors under Sub-Section (6) of Section 149:

All independent directors of the Company have submitted the requisite declarations confirming their ongoing compliance with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

10. Meetings of the Board:

The Board of Directors met five (5) times during the financial year ended 31st March, 2025, wherein all Board Members were present, in accordance with the provisions of the Act and Rules made thereunder on the following dates:

May 21, 2024 August 13, 2024 August 26, 2024 November 13, 2024 February 7, 2025

Proper notices were given and the proceedings were appropriately recorded in the Minutes, which were signed & maintained in the Minutes book.

The details of the Committee meetings held during the year have been provided in the Corporate Governance report which forms part of the Annual report.

11. Auditors and Reports:

The matters related to Auditors and their Reports are as under:

(i) Statutory Auditors & their report:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN112615W) were appointed as Statutory Auditors of the Company at the 37th AGM held on 29th September, 2022 to hold office up to the conclusion of 42nd AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company does not contain any qualification, reservations or adverse remarks made by the Auditor in their report. The Notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

(ii) Secretarial Auditors & their report:

In compliance with Section 204 of the Companies Act, 2013 and its corresponding rules, M/s. Rathi and Associates, Company Secretaries, were appointed to perform the Secretarial Audit of the Company for the financial year under review. The Secretarial Audit Report does not have any qualification and is attached herewith as Annexure-I.

12. Policy on Directors’ Appointment and Remuneration including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director:

The Board, on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes and independence of directors. The policy is available on the Company’s website www.speedagecommercials.in.

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

a. Energy Conservation and Technology Absorption:

The Company does not carry any manufacturing activity. Hence, the particulars required to be furnished in the Directors’ Report under section 134(3)(m) of the Act read with Rule 8(3)(A) and (B) of the Companies (Accounts) Rules, 2014 relating to energy conservation and technology absorption are not applicable to the Company. However, regular efforts are made to adopt appropriate energy conservation measures and technology absorption methods.

b. Foreign Exchange earnings and outgo:

The earnings in foreign currency for the FY 2024-25 is NIL and the total expenditure incurred in foreign currency is NIL as per the audited financials.

14. Directors’ Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2025, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the 31st March, 2025 and of the profit of the Company for that year;

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

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards viz. SS-1 i.e., Secretarial Standard on Board Meetings and SS-2 i.e., Secretarial Standard on General Meetings during the year under review.

16. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

17. Management’s Discussion and Analysis Report:

Management Discussion and Analysis Report carries no eminence in the case of the Company, as it does not carry out any substantive business activity calling for any such management discussion and business analysis.

18. Annual Return:

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased to announce that the Annual Return (MGT-7) of the Company as of 31st March, 2025, is now accessible on our website www.speedagecommercials.in.

Stakeholders are invited to review the document. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.

19. Vigil Mechanism/ Whistle Blower Policy:

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors have implemented a

vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy. The above policy is available on the Company’s website www.speedagecommercials.in.

20. Corporate Social Responsibility:

Since the net worth of the Company for the FY2024-25 is less than INR 500 Crores and the turnover of the Company for the same period is less than INR 1000 Crores, the Company is not required to comply with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

21. Corporate Governance:

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, form part of this report and are attached as Annexure-II and Annexure-III, respectively.

22. Particulars of contracts or arrangements with related parties:

The Company has established a comprehensive Policy on Related Party Transactions (RPT Policy), which has been approved by the Board of Directors.

No contracts or arrangements with related party were entered into by the Company pursuant to the provisions of Section 188 of the Companies Act, 2013 during the year under review. Accordingly, disclosure in Form AOC-2 is not required to be given.

Additionally, comprehensive disclosures on related party transactions as required under IND AS-24 and Schedule IV of the SEBI (LODR) Regulations, 2015 including the names of the related parties and specifics of the transactions, are provided in the financial statements. Members seeking further details are encouraged to refer to the notes accompanying the Standalone Financial Statements.

23. Internal Financial Controls:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

24. Risk Management Policy and Adequacy of Internal Controls:

The Board of Directors of the Company has designed Risk Management Policy/ procedure and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making.

25. Particulars of Loans, Guarantees, Investments and Securities:

The Company did not give any guarantee or security during the financial year ended 31st March, 2025.

The details of loans and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Note 4 and 22 to the Financial Statements.

26. Prevention of Sexual Harassment of Women at Workplace:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

Sr. No.	Particulars	No of Complaints
1	Number of complaints of sexual harassment received during the year	0
2	Number of complaints disposed of during the year	0
3	Number of cases pending for more than ninety days	0

27. Compliance of the provisions relating to Maternity Benefit Act, 1961:

The Company is in compliance with the provisions relating to Maternity Benefit Act, 1961.

28. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

29. Disclosure Under Section 43(A)(ii) of the Act:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

30. Disclosure Under Section 54(1)(D) of the Act:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

31. Disclosure Under Section 67(3) of the Act:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of

the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

32. General:

Your Directors state that no disclosure or reporting is required in respect of the following items during the year under review:

• There were no changes in the nature of the business, ensuring consistency in our operations and strategic focus.

• The financial statements of the Company remained unaltered, reflecting our commitment to transparency and accuracy in financial reporting.

• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

• No significant and material orders have been passed by the Regulators or Courts or Tribunals against the Company which impacts the going concern status and Company’s operations in future.

• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

• The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

33. Acknowledgements and Appreciation:

The Board of Directors of the Company acknowledge with gratitude the support received from shareholders, bankers, customers, suppliers, business partners, regulatory and government authorities. The Directors recognize and appreciate the efforts of all employees that ensured accelerated growth in a challenging business environment.

---

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report of your Company
together with its Audited Financial Statements for the Financial Year ended 31^st
March, 2024.

FINANCIAL AND OPERATIONAL RESULTS

The Financial and Operational Results of the Company for the year ended 31^st
March, 2024, as compared to the previous financial year, is summarized below:

(Amount in Lakhs)

Particulars	Financial Year ended 31st March, 2024	Financial Year ended 31st March, 2023
Income	1775.60	258.92
Less: Expenses	15.95	15.83
Profit Before Tax	1759.65	243.10
Less: Provision for Tax	443.32	61.22
Profit from continuing operations after tax (PAT)	1316.33	181.88
Other Comprehensive Income	3214.05	(2436.04)
Total Comprehensive Income for the Financial Year	4530.38	(2254.16)
Total Reserves and Surplus	13,170.06	8639.68
Transfer of Amount to Reserves	NIL	NIL

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

The income generated in respect of Financial Year ended 31^st March 2024 was
Rs. 1775.60 lakhs as against the income of Rs. 258.89 lakhs generated for the
Financial Year ended 31^st March 2023. Profit after tax for the Financial Year
ended 31^st March 2024 stood at Rs. 1316.33 lakhs as against the profit after tax
of Rs. 180.25 lakhs generated during the Financial Year ended 31^st March 2023.

The Directors are hopeful of a better performance in the upcoming years.

DIVIDEND:

With a view to conserve the resources of the Company, your Directors have not
recommended any dividend for the financial year under review.

SHARE CAPITAL:

There has been no change in the share capital of the Company during the year
under review. As on 31^st March, 2024, the paid-up share capital of your
Company stood at Rs. 98,00,000/-comprising of 9,80,000 Equity shares of
Re.10/- each fully paid.

Further your Company has, during the year under review, neither issued any
Equity shares with differential voting rights nor any shares (including sweat
equity shares) to its employees under any scheme.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing of details of deposits covered
under Chapter V of the Act is not applicable.

TRANSFER TO RESERVES:

For the Financial Year ended 31^st March, 2024, the Directors do not propose to
transfer any amount to the General Reserve.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 (“the Act”):

The Company has, during the FY under review, not given any loans, guarantees
or provided security and has not made any investments in any body corporate
in excess of limits specified under Section 186 of the Act.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture (JV) and Associate
Companies as on 31^st March, 2024.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Adequate Internal Financial Control systems, commensurate with the nature of
the Company’s business, size and complexity of its operations, are in place and
have been operating satisfactorily and effectively.

During the year under review, no material weaknesses in the design or
operation of Internal Financial Control system was reported.

PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S)
WITH RELATED PARTIES:

During the year under review, there were no transactions falling within the
purview of Section 188 of the Companies Act, 2013, entered into by your
Company with any related party.

All Related Party Transactions as required under Ind AS 24 - Related Party
Disclosures are reported in Note 32 of Notes to Audited financial statements of
your Company.

Your Company has formulated the policy on materiality of related party
transactions and dealing with related party transactions. The same is uploaded
on the website of your Company and may be accessed at:
www.speedagecommercials.in

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report carries no eminence in the case of
the Company, as it does not carry out any substantive business activity calling
for any such management discussion and business analysis.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and 92(3) of the Companies Act,
2013 (read with Rule 12 of the Companies (Management and Administration
Rules, 2014), the copy of the Annual Return for the Financial Year ended 31^st
March, 2023 made under the provisions of Section 92(3) of the Act is available
on the Company’s website on www.speedagecommercials.in.

WHISTLE BLOWER / VIGIL MECHANISM POLICY:

The Company believes in conducting its affairs in a fair and transparent manner
by adopting highest standards of professionalism, honesty, integrity and ethical
behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of
the Listing Regulations, the Board of Directors have implemented a vigil
mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy.

The above policy is available on the Company’s website on

www.speedagecommercials.in

RISK MANAGEMENT:

The Board, during the Financial Year under review, has not observed any
eminent risk for the Company which can threaten its existence. However, the
Company has a Risk Management Policy in place, as approved by the Board for
curbing the elements of risk(s) identified with respect to the operations/
activities of the Company.

The above policy is available on the Company’s website on

www.speedagecommercials.in

The Company shall continue to have periodic review mechanism for monitoring
of risk events and functional activities basis residual risk rating.

MEETINGS OF THE BOARD & COMMITTEES:

There were 6 (Six) meetings of the Board of Directors were held during the
Financial Year ended 31^st March 2024. The details of the said meetings are
mentioned in the report on Corporate Governance forming part of this Annual
Report.

The details pertaining to the Committees of Board of Directors of the Company
viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’
Relationship Committee, and Independent Director’s Committee have been
stated in the Corporate Governance Report forming part of this Annual Report.

INFORMATION & CHANGES IN DIRECTORS & KEY MANAGERIAL
PERSONNEL DURING THE YEAR:

There were no changes in the Directors during the year under review.

Mr. Rajat Joshi tendered his resignation as the Company Secretary &
Compliance officer of the Company with effect from April 15, 2023 due to
personal reasons and Anupam J. Vyas was appointed as the Company Secretary
& Compliance officer with effect from August 4, 2024. There were no further
changes in the Key Managerial Personnel of the Company during the year under
review.

In accordance with the provisions of Section 152 of the Act and in terms of the
Articles of Association of the Company, Mr. Babulal Mishrimal Bhansali, Non¬
Executive Non-Independent Director (DIN: 00102930) retires by rotation at the
ensuing Annual General Meeting (“AGM”) of the Company and being eligible,
offers himself for re-appointment. The relevant resolution proposing his re¬
appointment has been included in the Notice of the ensuing Annual General
Meeting for the approval of the Shareholders thereon.

Independent Directors Declaration

The Company has received necessary declarations from the Independent
Directors stating that they meet the prescribed criteria for independence and
complied with the code for Independent Directors prescribed in Schedule IV of
the Companies Act, 2013.

Details of Nomination and Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration
Committee, has formulated a policy on Director’s appointment and
remuneration including criteria for determining qualifications, positive
attributes and independence of directors.

The above policy is available on the Company’s website on
www.speedagecommercials. in

The disclosures relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the
Act and as advised, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. Any member interested in obtaining
such information may write to the Company on email id:
[email protected].

Performance evaluation of the Board:

In accordance with the provisions of the Act and Listing Regulations, the
Company has formulated the criteria for performance evaluation of all the
Directors including Independent Directors, the Board and its Committees and
the Chairman, details of which are mentioned in the Corporate Governance
Report forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 (“the Act”), and in
relation to the audited Annual Financial Statement of Company for the financial
year ended March 31, 2024, the Board of Directors hereby confirm that:

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

(b) such accounting policies have been selected and applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of Company
as on March 31, 2024 and of the profit of the Company for that year;

(c) proper and sufficient care was taken 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 annual accounts of Company have been prepared on a ‘going concern’
basis;

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

(f) Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.

CORPORATE GOVERNANCE:

The Company believes in adopting the best corporate governance practices. The
report on Corporate Governance as stipulated under Regulation 34(3) read with
Schedule V of the Listing Regulations and the certificate from a Practicing
Company Secretary regarding compliance with Corporate Governance norms,
form part of this report and are attached as Annexure-1 and Annexure-2,
respectively.

CERTIFICATIONS AND DECLARATIONS:

The certificate issued by the CEO and CFO of the Company with regards to
certification on Audited Financial Statements of the Company for FY 2023-24 in
accordance with the Provisions of Regulation 17(8) of Listing Regulations is
attached as Annexure-3 and forms part of this Annual Report.

The declaration by CEO of the Company relating to compliance of Code of
Conduct by all Board Members and Senior Management Personnel of the
Company, in accordance with the provisions of Regulation 17(5) of Listing
Regulations is attached as Annexure-4 and forms part of this Annual Report.

AUDITORS:

Statutory Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Mumbai (FRN-
112615W) were appointed as Statutory Auditors of the Company at the 37^th
AGM held on 29^th September, 2022 to hold office up to the conclusion of 42^nd
AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the
Company does not contain any qualification, reservations or adverse remarks.
made by the Auditor in their report. The Notes to the Accounts referred to in the
Auditors’ Report are self-explanatory and therefore do not call for any further
clarifications under Section 134(3)(f) of the Act.

Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the
Company have not reported any instances of frauds committed in the Company
by its officers or employees.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s.
Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900),
were appointed as the Secretarial Auditors of the Company to undertake the
Secretarial Audit of the Company for the Financial Year ended 31^st March 2024.

The Secretarial Audit Report is annexed as Annexure-5 to this Report. The
Secretarial Audit Report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

No significant material order(s) were passed by the regulators/courts which
would impact the going concern status of the Company and the future
operations of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED AFTER THE
REPORTING PERIOD TILL THE DATE OF THE REPORT:

There have been no material changes, which have occurred between the end of
Financial Year till the date of this report, affecting the financial position of the
Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standards issued by the Institute of Company
Secretaries of India.

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

The requirements of disclosures pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
in respect of conservation of energy, technology absorption, foreign exchange
earnings and outgo etc. are not applicable to the Company as it is not involved
in any manufacturing process/ activity.

During the financial year under review, there was no foreign exchange earnings
and outgo.

PREVENTION OF SEXUAL HARASSMENT:

In accordance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and
Rules made thereunder, the Company has formed Internal Complaints
Committee for various work places to address complaints pertaining to sexual
harassment in accordance with the POSH Act.

The Company has a policy for prevention of Sexual Harassment, which ensures
a free and fair enquiry process with clear timelines for resolution. Further, there
were no cases/complaints filed during the year under POSH Act.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company has been
shifted from Bhansali House, A-5, Off. Veera Desai Road,Andheri (West) Mumbai-
400053 to 301 & 302, 3rd Floor, Peninsula Heights, C. D. Barfiwala Road,
Andheri (West), Mumbai - 400 058 with effect April 27, 2023.

Members are therefore, requested to address their correspondences to the
aforesaid address.

GENERAL DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions or applicability
pertaining to these matters during the year under review:

a) Instances of transferring the funds to the Investor Education and Protection
Fund.

b) Change in nature of business of Company during F.Y. 2023-24

c) Provisions relating to Corporate Social Responsibility

d) Issue of Debentures/bonds/warrants/any other convertible securities.

e) Appointment of Cost Auditors and maintenance of cost records in
accordance with the provisions of Section 148(1) of the Act is not required for
the Company since the Company is not involved in any kind of
manufacturing activity.

f) Details of any application filed for Corporate Insolvency Resolution Process
under Corporate Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, 2016.

g) Instance of one-time settlement with any bank or Financial Institution.

h) Statement of deviation or variation in connection with preferential issue.

i) Scheme of provision of money for the purchase of its own share by employees
or by trustees for the benefit employees

j) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their sincere appreciation for the assistance,
co-ordination and cooperation received from the Banks, Statutory Authorities
and all Stakeholders.

For and on behalf of the Board of Directors

Babulal M. Bhansali Jayesh B. Bhansali

Date: August 26, 2024 Director Director

Place: Mumbai (DIN: 00102930) (DIN: 01062853)

---

Mar 31, 2014

Dear Members.

The Directors have plcasuiie in presenting the Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31 si March, 2014,

Financial and Operational Result*

Financial and operational Results of Company for the year ended 31st March, 2014 are as mentioned uereunder:_

(Amt in Rs.>

Particulars Current Financial year Previous Financial Year 31st March,2014 31st March, 2013

Total Income 8,66,433 8,66,833

Less: Expenses 3,44,980 1.16.533

Profit/ CLoss) before Tax 6,21,453 7,50,300

Less: Provision for Tax NIL NIL

Net Profit/ (Net Loss} after Tax 6,21,453 7,50,300

Add: Balance of Profit brought 41,28,758 33,78,458 forward from previous year

Total Reserves and Surplus 47,50,211 41,28,758



Performance ttfthe Company:

During (he year under review, your Company earned a total Income of Rs. 8.66,433/- and the total expenditure amounted to F& 2.44.9S0/-. I hus profit earned by Company is R
Dividend:

Your Directors have not recommended for any dividend for the year under review with a vim to conserve the resources of Company,

Directtirs;

Mr. .fayesh B: Bhansali. Director of the Company shall be liable to retire by rotation ai the forthcoming Annual General Meeiing and is eligible for re-appointment The Hoard recommends his re-appointment.

Snnittorv Auditors:

M/s B. U Dasharda &. Associates, Chartered Accountants (Frfrri Registration No: 112615 W). the Statutory Auditors of the Company will retire at Lhc ensuing Annual Genera! Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed,

Your Directors recommend lite appointment M/s B. L, Dasharda & Associates. Chartered Accountants,.as Statutory Auditors of company lor the year 2014-2015.

Auditors'' Reports:

llie observations made by the Auditors, in their Report read with the relevant notes as given in the Notes to the Financial Statement fur the year ended 31 * March. 2014 are self/explanatory and being devoid of any reservation, qualification or adverse remarks, does not call for any further informal ionfexpl a nation under Section 217(3) of the Companies Act, 1956

SECRETARIAL AUDITORS:

M/s Ralhi & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditor of Company for F''.Y 2014-15, who will conduci ihe requisite Secretarial audit of the company.

Deposits:

The Companv has not accepted any Deposit, within the meaning uf Section 58A of The Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules. 1975 from the public during the year under review,

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 333 A (l)-of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 200!,the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates. Company Secretaries in Whole-time Practice, is annexed to this report forming its integral part.

Particulars of Emplu fees:

During (he year ended JV March. 2014, no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars uf Employees) Rules. 1975 as amended, hence no statement is required to be annexed in this regard.

Conservation of Energy, Technology Absorption. Foreign Exchange Earnittes mitt Outgo:

The requirements of disclosures in terms of Section 217 (1) (e) of the Companies Act= ! 956, read with ihe Companies (Disclosures of the Particulars in the Report of the Board ofDiftctors) Rules, 1QSS pertaining lo the conservation of energy and technology absorption are not.applicable to the Companv due to the very nature of the industry in which the Company operates.

During the year under review, there was no foreign exchange earnings and outgo;

Directors'' Responsibility Statement:

Pursuant to Section 217|''2AA) of I he Companies Act, l95§ your Directors based on the representations received from the management and after due inquiry. confirm that:

¦ In the preparation of ihe Annual Accounts, the applicable Accounting Standards have been followed and no deviations have been made.

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 (he Company at the end of the financial''year and Of the profit of the Company for that year.

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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the Annual Accounts for the year ended 1st March, 2014 on a going concern basis.

Acknowledgement:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to Ihe Banks, Statutory Authorities. Government. Customers, Vendors, Stakeholders and other related organizations who through then continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciaiion to die Company''s employees at all levels for their hard work, dedication. commitment, outstanding efforts-and valuable contributions made in all spheres of the operations of Company.

For and on behalf of the Board of Directors

Place: Mumhai Dated: 30th May, 2014 Mr. BM. Bhansali Mr. Jayesh B, Bhansali Director Director (DIN: 00102930) (DIN: 01062853)

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business operations of the Company together with the Audited Statements of Accounts for the year ended 31s1 March, 2013.

Financial And Operational Results:

Financial and operational results of Company for the year ended 3f" March, 2013 are as mentioned hereunder:

(Amt in Rs.)

Particulars Current Financial Previous Financial Year 31st Year 31st March, 2013 March2012

Total Income 8,66,833 940,285

Total Expenses 1,16,533 7,98.196

Profit/(Loss) before Tax 7,50,300 1.12.089

Less: Provision for Tax NIL NIL

"Net Profit / (Net Loss) after Tax 7,50,300 1, 12,089

Add: Balance of Profit brought forward from 33,78,458 32,66,369

previous year

Total Reserves and Surplus 41,28,758 33,78,458

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 8.66,833/- and the total expenditure amounted to Rs 1,16,533/-. Thus profit earned by Company is Rs. 7.50.300/-. The accumulated Balance carried forward to the Reserves and Surplus of Company stands at Rs 41,28,758/-.

Dividend:

Your Directors have not recommended for dividend for the financial year 2012-2013 with a view to conserve the resources with Company.

Directors:

Mr. L.M. Bhansali, Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

¦ in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no deviations have been made.

¦ That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as lo give a true and fair view of the stale of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

¦ That the Directors have taken proper and sufficient care for (he maintenance of adequate accounting records in accordance with the provisions ot this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

¦ That the Directors have prepared the Annual Accounts for the year ended 31s'' March, 2013 on a going concern basis.

Statutory A uditors:

M/s R. L. Dasharda & Associates, Chartered Accountants (Finn Registration No: I126I5W), the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend the appointment M/s B. L. Dasharda & Associates. Chartered Accountanis, as Statutory Auditors of company for the year 2013-2014.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the year ended 31u March. 2013 arc self explanatory and being devoid of any reservation, qualification or adverse remarks, does not call for any further informatioa''expl ana lion under Section 217(3) of the Companies Act, 1956.

lyeposits:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act. 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (I) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001.the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is annexed to this report forming its integral part.

Particulars of Employees:

During the year ended 31" March, 2013, no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217<2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 as amended, hence no statement is required to be annexed in this regard

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

The requirements of disclosures in terms of Section 217 (1) (e) of the Companies Act, 1956, read witli the Companies (Disclosures of the Particulars in ihe Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which ihc Company operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgement:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government, Customers, Vendors, Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the Company''s employees at all levels for their hard work, dedication, commitment, outstanding efforts and valuable contributions made in all spheres of the operations of Company.

For and on behalf of the Board of Directors

Place: Mumbai

Dated: 26th May, 2013 Chairman

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business operations of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2012.

Financial And Operational Results:

Financial and operational results of Company for the year ended 31st March, 2012 are as mentioned hereunder:

(Amt. in Rupees)

Particulars Year Ended Year Ended 31st March, 31st March, 2012 2011

Total Income 910,285 43,014

Total Expenses 798196 89480

Profit/(Loss) before Tax 112,089 (46,466)

Less: Provision for Tax 0 0

Less: Income Tax of earlier year 0 0

Net Profit/(Net Loss) after Tax 112,089 (46,466)

Add: Balance of Profit brought forward from previous year 3,266,369 3,312,835

Reserves and Surplus 3,378,458 3,266,369

Dividend:

Your Directors have not recommended for dividend for the financial year 2011-2012 with a view to conserve the resources with Company.

Directors:

Mr. B.M Bhansali, Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

- in the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made.

- 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 end and of the profit of the Company for that year.

- 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.

- the Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2012 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates. Chartered Accountants, Auditors of the Company retiring at the ensuing Annual General Meeting is eligible for re-appointment. The Company has received a eligibility certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The Board recommends for the re-appointment of Statutory Auditors.

Auditors' Report:

The Audit Report being devoid of any qualification and self explanatory, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is annexed to this report forming its integral part.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration equal to or exceeding the limits as prescribed viz. Rs. 60,00,000 per annum or Rs. 5,00,000 per month under Section 217 (2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence, no statement is required to be annexed in this respect.

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

The requirements of disclosures in terms of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors

Chairman

Place: Mumbai Dated: 10th August, 2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Annual Report on the business operations of the Company and the Audited Accounts for the year ended 31st March. 2011.

Financial Results:

(Amt in Rupees)

Particulars Year Ended 31st Year Ended 31st March, 2011 March, 2010

Total Income 43,014 36,356

Profit before Tax (46,466) 1,433

Less: Provision for Tax 0 0 Less: Income Tax of earlier year 0 0

Net Profit after Tax (46,466) 1,433

Add: Balance of Profit brought forward from 3,312,835 3,311,402 previous year

Balance carried forward to Balance Sheet 3,266,369 3,312,835

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 43,014/- comprising mainly of Commission and Dividend. The total expenditure incurred by the Company has amounted to Rs. 89,480/-. This has led to loss of Rs. 46,466/-. The Balance carried forward to the Balance Sheet is Rs. 32,66,369/-.

Your Company continues to be cautiously optimistic about its growth prospects for the current financial year

Dividend:

Your Directors have not recommended payment of divided for the year under review with a view to conserve the resources.

Directors:

Mr. Jayesh B Bhansali, Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act. 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made.

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 end and of the profit of the Company for that year.

- 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.

- that the Directors have prepared the attached Statement of Accounts for the year ended March, 31 2011 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting is eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors for the current year and authorize the Board to fix their remuneration.

Auditors' Report:

Observations made in the Auditors' Report arc self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act,1956.

Fixed Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001, the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is attached to this report.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The requirements of disclosures in terms of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Director Director

Place: Mumbai Dated: 12th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting their Annual Report on the business operations of the Company and the Audited Accounts for the year ended 31 st March, 2010.

Financial Results:

(Amt in Rupees)

Particulars Year Ended 31st Year Ended 31st March, 2010 March, 2009

Total Income 36,356 847,850

Profit before Tax 1,433 801,806

Less: Provision for Tax 0 0

Less: Income Tax of earlier year 0 0

Net Profit after Tax 1,433 801,806

Add: Balance of Profit brought forward from 3,311,402 2,509,596 previous year

Balance carried forward to Balance Sheet 3,312,835 3,311,402

Performance of the Company:

During the year under review, your Company earned a total Income of Rs. 36,356/- comprising mainly of Commission and Dividend. The total expenditure incurred by the Company has amounted to Rs. 40,090/-. This has led to profit of Rs. 1,433/-. The Balance carried forward to the Balance Sheet is Rs. 33,12,835/-.

Your Company continues to be cautiously optimistic about its growth prospects for the current financial year.

Dividend:

Your Directors have not recommended payment of divided for the year under review considering the need to improve the net worth of the Company.

Directors:

Mr. Lalitkumar M. Bhansali, Director of the Company, shall be liable to retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board recommends his re-appointment.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed and no deviations have been made.

- 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 sate of affairs of the Company at the end of the financial year end and of the profit of the Company for that year.

- 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.

- that the Directors have prepared the attached Statement of Accounts for the year ended March, 31 2010 on a going concern basis.

Auditors:

M/s. B. L. Dasharda & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors for the current year and authorize the Board to fix their remuneration.

Auditors Report:

Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Fixed Deposits:

The Company has not accepted or renewed any deposit from public during the year under review.

Secretarial Compliance Certificate:

Pursuant to the proviso of Section 383 A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001,the Secretarial Compliance Certificate obtained from M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, is attached to this report.

Particulars of Employees:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence there are no particulars to be annexed to this report as required under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder.

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

The requirements of disclosures in terms of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 pertaining to the conservation of energy and technology absorption are not applicable to the Company due to the very nature of the industry in which it operates.

During the year under review, there was no foreign exchange earnings and outgo.

Acknowledgements:

The Directors wish to express their gratitude to the bankers, clients and all the business associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: Mumbai

Dated: 31st May, 2010 Director Director