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Directors Report of Vani Commercial Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

(a) (Amount in Rs.)

Particulars Current year Previous Year

Income From Operations 2275700.00 1848990.00

Total Income 2275700.00 1848990.00

Depreciation 13325.00 -

Tax

Current Tax 82055.00 169578.00

Deferred Tax 1486.00 -

Profit/(Loss) after Tax 242727.00 345303.00

Earnings per share ft)

Basic 0.06 0.17

Diluted 0.06 0.17

(b) During the year, your Company recorded Total Income of Rs. 22,75,700.00/ -(previous year Rs.18,48,990.00/-), representing an increase of 23.00% over the previous year. The Company recorded a Net Profit of Rs. 2,42,727.00/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs.3,45,302.40/- in the previous year.

(c) During the year, the Company raised further capital by issuing 21,00,000 Equity shares of Rs.10/- each for cash at par, aggregating Rs. 2,10,00,000.00/- on the Preferential Allotment Basis. After the above issue, the total paid up share capital of the Company stands at Rs. 4,11,98,000. The proceeds were utilized towards Business Expansion and Growth.

(d) Transfer to Reserves in Terms of Section 134 (3) (j) of the Companies Act, 2013

No amount is being carried to the General Reserves.

(e) Transfer to Statutory Reserves

For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs. 16,411.00/- to Statutory Reserve Account as required under the provisions of Section 45IA of RBI Act.

(f) Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2015.

(g) Highlights of the Year

During the year the equity capital of the Company got listed at the Bombay Stock Exchange, having scrip no. 538918 and the trading in the shares commenced from 28/01/2015.

(h) Material Changes and Commitments

There are no material changes from the end of Financial Year till the date of this report.

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and under provision of Section 45-IA of the RBI Act, 1934.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

During the year under review Mr. Kuldeep Singh (DIN: 02258500), the Whole time Director of the Company, resigned from the Directorship of the Company with effect from 17th July, 2015. Your Directors would like to place on record their appreciation of the services rendered by him during his tenure.

On recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Divesh Kumar Bajaj, (DIN: 01118288) as the Managing Director of the Company, for a period of three years from 17th July 2015. Further the Board of Directors on 7th August 2015 appointed him as CFO of the Company.

Mr. Vidya Sagar Bhatia (DIN: 00444141) was re-designated as Independent Non Executive Chairman of the Company w.e.f. 17th July 2015, he shall act as the Chairman till the currency of his tenure as the Independent Director.

Mr. Gaurav Mutreja (DIN: 00708580) was appointed as the Independent Director on 7th August 2015, in terms of the provisions of section 149, further the Board recommends his appointment in the ensuing AGM.

Mr. Praveen Kumar (ACS 32898) resigned from the post of Company Secretary of the Company w.e.f. 17th July 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Mukesh Kumar Sukhija (DIN: 01038078) will retire by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his re- appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors is made available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/ 05/2-PAGES.pdf

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2015, 11 (Eleven) meetings of the Board were held. The Details of which are given below:

S. Date of Total No. No. of Directors No Board Meeting of Directors attending the Board Meeting

1. 29th April 2014 4 4

2. 7th May 2014 4 4

3. 30th May 2014 4 4

4. 27th June 2014 4 4

5. 14th August 2014 6 6

6. 11th October 2014 6 5

7. 28th November 2014 5 5

8. 26th December 2014 5 5

9. 19th January 2014 5 5

10. 30th January 2015 5 5

11. 21st March 2015 5 5

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee Mr. Vidya Sagar Bhatia, Chairman Mr. Divesh Kumar Bajaj, Member Mr. Gaurav Mutreja, Member

Nomination and Mr. Vidya Sagar Bhatia, Chairman Remuneration Committee Ms. Pooja Bhatia, Member Mr. Gaurav Mutreja, Member

Shareholders/ Investor''s Mr. Vidya Sagar Bhatia, Chairman Grievance Committee Mr. Mukesh Kumar Sukhija, Member Mr. Gaurav Mutreja, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm having: -

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

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

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

iv) prepared the Annual Accounts on a going concern basis; and

x) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

vi) having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are listed at Bombay Stock Exchange. The equity shares of the Company were also listed at Gauhati Stock Exchange and the Uttar Pradesh Stock Exchange, however both the Stock Exchanges have been Derecognized by SEBI hence non operational.

The payment of Listing fees for year 2015-16 has been made to Bombay Stock Exchange.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017.

10. REPORT ON CORPORATE GOVERNANCE

In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs. 10 crores and above or net worth of Rs. 25 crores or more.

Since the paid up capital of the Company is below Rs. 10 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is a Non Banking Financial Company, registered with the Reserve Bank of India, thus the provisions of the Section 186 of the Companies Act, 2013 do not apply to the Company.

15. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2015, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm''s length basis.

The details in Form AOC-2 of material transactions entered into by the Company with its related party are provided in Annexure: II to this Report.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http:// www.vanicommercials.com/wp-content/uploads/2015/08/Policy-on- materiality-of-Related -Party -Transactions -and-on-dealing-with-Related- Party-Transactions.pdf

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: III to this Report.

18. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Satyendra Mrinal & Associates, Chartered Accountants, were appointed at the 27th AGM to hold such office till the conclusion of the 30th AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members for the appointment of M/s Satyendra Mrinal & Associates for the financial year 2015-16.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

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

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2014-15.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc : NIL

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a) Details of technology imported - NIL

b) Year of import -NIL

c) Whether the technology been fully absorbed - NIL

d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anju Yadav, Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company Secretary is provided under Annexure: IV to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MACHENISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil- Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For & on behalf of Board of Directors Vani Commercials Limited

Sd/- Vidya Sagar Bhatia Chairman DIN:00444141 Date: 07/08/2015 Regd Off.: ''AASTHA'', LP-11C, Place: New Delhi Pitampura, New Delhi - 110034


Mar 31, 2014

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights (Amount in) Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 18,48,990.00 17,07,505.00

Total Expenditure 13,00,194.00 11,87,928.00

Profit/ (Loss) before tax 5,48,796.00 5,19,577.00

Tax Expenses - -

Less: Current Tax 1,69,578.00 1,60,549.00

Less: Deferred Tax - -

Less: Transfer to Statutory Reserves 33,915.60 -

Profit/ (Loss) after tax 3,45,302.40 3,59,028.00

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00

Year in Retrospect

During the year under review total income of the Company was rS. 18,48,990.00/- as against rS. 17,07,505.00/- in the previous year. The Company was able to earn a profit for the year of rS. 3,45,302.40/- (after tax) as against a profit of rS. 3,59,028.00/- (after tax) in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2014 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employee was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

During the period Mr. Harish Khanna, Mr. Rajesh Khanna and Mr. Deepak Khanna, Directors of the Company resigned from the Directorship of the Company in the Board Meeting held on 28th March, 2014 and Mr. Mukesh Kumar Sukhija and Ms. Pooja Bhatia were appointed as Directors of the Company in the extra ordinary general meeting of the members held on 28th March, 2014.

In accordance with the requirements of the Act and the Articles of Association of the Company, Ms. Pooja Bhatia, retires by rotation and being eligible offer herself for re-appointment.

Your Directors recommend the re-appointment of Ms. Pooja Bhatia as Director.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Satyendra Mrinal & Associates, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 30th AGM of the Company to be held in the year 2017, subject to ratification of their appointment at every AGM to be held after this AGM.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Praveen Kumar & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Gauhati Stock Exchange. The Company has filed an application with Uttar Pradesh Stock Exchange for listing of its securities. The Listing fees to Gauhati Stock Exchange has been paid.

Subsidiary Companies

The Company has no subsidiaries as on 31st March 2014.

Dematerialization of Shares

The Company has made application to both the depositories for admission of equity shares in demat form. The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017.

Report on Corporate Governance

In terms of SEBI Circular No. SEBI/MRD/SE/31/2003/26/08 dated August 26, 2003 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs 3 crores and above or net worth of Rs 25 crores or more at any time in the history of the company.

Since the paid up capital of the Company is below Rs. 3 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Mukesh Kumar Sukhija Pooja Bhatia Director Director DIN: 01038078 DIN: 00188770 Date: 30-05-2014 Regd. Off.: ''AASTHA'', LP – 11C, Regd. Off.: AASTHA'', LP Place: New Delhi Pitampura, New Delhi-110034 -11c Pitampura, New Delhi–110034


Mar 31, 2013

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights (Amount in Rs.) Particulars Financial Year ended 31.03.2013 31.03.2012

Total Income 17,07,505.00 16,04,500.00

Total Expenditure 11,87,928.00 11,84,157.00

Profit/ (Loss) before tax 5,19,577.00 4,20,343.00

Provision for tax 1,60,549.00 1,29,886.00

Profit/ (Loss) after tax 3,59,028.00 2,90,457.00

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00



Year in Retrospect

During the year under review total income of the Company was Rs. 17,07,505.00/- as against Rs. 16,04,500.00/- in the previous year. The Company was able to earn a profit for the year of Rs. 3,59,028.00/ - as against a profit of Rs. 2,90,457.00/- in the previous year. Your

Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2013 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Rajesh Khanna, retires by rotation and being eligible offer himself for re-appointment. Your directors recommend the re-appointment of Mr. Rajesh Khanna as the Director of the Company.

During the financial year Mr. Kuldeep Singh was appointed as Director of the Company in the Extra Ordinary General Meeting.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2012- 2013 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 02-09-2013 Satnam Singh Randhawa Kuldeep Singh Place: New Delhi Director Director DIN: 01173223 DIN: 02258500


Mar 31, 2012

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Amount in Rs.)

Particulars Financial Year ended 31.03.2012 31.03.2011

Total Income 16,04,500.00 15,10,000.00

Total Expenditure 11,84,157.00 11,05,989.00

Profit/ (Loss) before tax 4,20,343.00 4,04,011.00

Provision for tax 1,29,886.00 1,24,839.00

Profit/ (Loss) after tax 2,90,457.00 2,23,337.60

Paid-up Share Capital 2,01,98,000.00 2,01,98,000.00

Year in Retrospect

During the year under review total income of the Company was Rs. 16,04,500.00/- as against Rs. 15,10,000.00/- in the previous year.

The Company was able to earn a profit for the year of Rs. 2,90,457.00/ - as against a profit of Rs. 2,79,172.00/- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2012 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Harish Khanna, retires by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

After the last Annual General Meeting, Mr. Kuldeep Singh was appointed as Director of the Company in the Extra Ordinary General Meeting.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2011- 2012 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The

Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 03-09-201 2 Satnam Singh Randhawa Kuldeep Singh Place: New Delhi Director Director DIN: 01173223 DIN: 02258500


Mar 31, 2011

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

Financial Highlights (Amount in Rs.) Financial Year ended Particulars 31.03.2011 31.03.2010

Total Income 15,10,000.00 17,375.00

Total Expenditure 11,05,989.00 19,388.00

Profit/ (Loss) before tax 4,04,011.00 (2,013.00)

Provision for tax 1,24,839.00 --

Profit/ (Loss) after tax 2,79,172.00 (2,013.00)

Paid-up Share Capital 2,01,98,000.00 96,98,000.00



Year in Retrospect

During the year under review total income of the Company was Rs. 15,10,000.00/- as against Rs. 17,375.00/- in the previous year. The Company was able to earn a profit for the year of Rs. 2,79,172.00/- as against a loss of Rs. 2,013.00/- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., 31st March, 2011 and the date of this Report.

Dividend

As the Company is looking to plough back its profit, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 Mr. Satnam Singh Randhawa, retire by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

Your Directors recommend their appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act,

1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries, New Delhi.

Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Gauhati Stock Exchange (GSE). There has been no trading at GSE for last few years. The Listing fees for the financial year 2010- 2011 is yet to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Vani Commercials Limited

Sd/- Sd/- Date: 02-09-2011 Satnam Singh Randhawa Harish Khanna Place: New Delhi Director Director DIN: 01173223 DIN: 02154376

 
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