Directors Report of Dhanleela Investments & Trading Company Ltd.

Mar 31, 2018

1. INTRODUCTION

Your Directors are elated in presenting the 38^th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2018.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars	Current Financial Year (2017-2018)	Previous Financial Year (2016-2017)
Net Profit Before Depreciation and Tax	3,78,273	8,94,171
Depreciation	NIL	NIL
Profit before Tax	3,78,273	8,94,171
Provision for Tax	97,425	2,74,800
Profit after Tax	2,80,848	6,19,371
Less:- Income Tax - Earlier Years	1,499	7,887
Balance Brought forward	(17,820,209)	(18,431,693)
Balance carried to Balance Sheet	(17,540,860)	(17,820,209)

3. BUSINESS OVERVIEW

Due to adverse market situations, the Net Profit after Tax of the Company has declined from Rs. 6,19,371/- to Rs. 2,80,848/-.The Company’s policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2018.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s K C Shrimanker and Associates, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s.Krina Vora & Associates, Chartered Accountants, and Statutory Auditors of the Company have expressed their inability & unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s.Krina Vora & Associates, Chartered Accountants as Statutory Auditors of the Company, and who shall hold office from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s.Krina Vora & Associates, Chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company. The board recommends the proposed resolution with respect to appointment of M/s.Krina Vora & Associates, Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORS

Mr. Jinendra Kumar Jain, Practicing Company, have been appointed in the Board Meeting held on 05^th Sept, 2018 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor’s Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

2. The Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame due to inadvertent error. Further, the Company will make sure that all the required disclosures and intimations will be intimated to the stock exchange

3. The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.

4. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.

5. The Company has failed to comply with publication of financial results in newspaper due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.

9. DIRECTORS

During the year there is no change in Directors Categorized in company.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review, the Board of Directors met four Times. i.e 30^th May, 2017;04^th September 2017, 11^th November, 2017; 12^th February, 2018

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18. No of complaints received: Nil No of complaints disposed off: Nil

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31^st March, 2018 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the

Provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31^st March, 2018 on a ‘going concern’ basis; and

e. They have prepared the annual accounts for the year ended 31st March, 2018 on a ‘going concern’ basis; and

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in “MGT-9”.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members; a. Mr. Manoj Shashikant Dave b. Mr. Mahesh kumar Mannalal Sharma c. Mrs. VarshaDangi The above composition of the Audit Committee consists of independent Directors viz., Mr. Manoj Shashikant Dave and Mr. Mahesh kumar Mannalal Sharma who form the majority. The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the directors of the Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

For Dhanleela Investments And Trading Co Ltd.

Sd/-

Place: Mumbai VipulDangi

Date: 05^th Sept 2018 (Managing Director)

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Mar 31, 2016

1. INTRODUCTION

The Directors are elated in presenting the 36^th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2016.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars	Current Financial Year (2015-2016)	Previous Financial Year (2014-2015)
Net Profit Before Depreciation and Tax	1,634,422	1,802,396
Depreciation	NIL	NIL
Profit before Tax	1,634,422	1,802,396
Provision for Tax	516,380	553,944
Profit after Tax	1,118,042	1,248,452
Less:- Income Tax - Earlier Years	2,815	118,563
Balance Brought forward	(19,546,919)	(20,676,808)
Balance carried to Balance Sheet	(18,431,693)	(19,546,919)

3. BUSINESS OVERVIEW

Due to adverse market situations, the Net Profit after Tax of the Company has declined from Rs. 12,48,452/- to Rs. 11,18,042/-. The Company’s policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2016.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s. Manisha& Co, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s. Manisha& Co, Chartered Accountants, and Statutory Auditors of the Company have expressed their inability &unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s K C Shrimanker and Associates, Chartered Accountants as

Statutory Auditors of the Company, and who shall hold office from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s K C Shrimanker and Associates, Chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company.

The board recommends the proposed resolution with respect to appointment of M/s K C Shrimanker and Associates, Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORS

M/s. H V Gor& Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 26th May, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor’s Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

Secretarial Auditor’s Comment:

1. Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has failed to appoint a Company Secretary in whole time employment of the Company.

Explanation:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

Secretarial Auditor’s Comment:

2. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditor for the Financial Year 2015-16.

Explanation:

2. Although the appointment of Internal Auditor is mandatory, the Board of Directors of the Company are of the opinion that looking at the size of the company and its business operations, the Statutory Auditors appointed by the Company have devised proper systems for internal financial control and to ensure compliance with the provisions of all the applicable laws, and that such systems are adequate and are operating effectively.

Secretarial Auditor’s Comment:

3. The Company has filed certain intimations to the Stock Exchange under the Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, related to Outcome of Board meetings after stipulated time period.

Explanation:

3. Due to inadvertent error the Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame. However, the Company has made sure that all the required disclosures and intimations has been delivered to the stock exchange.

Secretarial Auditor’s Comment:

4. The Shareholding Holding Pattern for the quarter ended on 31st March, 2016, as per Regulation 31(1)(b)of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 was filed beyond the stipulated time period with the Stock Exchange.

Explanation:

4. Due to inadvertent error the Company has failed to submit the Shareholding Pattern with the stock exchange within stipulated time frame. However, the Company has made sure that all the required disclosures and intimations has been delivered to the stock exchange.

Secretarial Auditor’s Comment:

5. The Company is in process of updating of its website with documents required to be uploaded thereon as per the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Explanation:

5. The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website

Secretarial Auditor’s Comment:

6. The Company is not in compliance with Clause 41 (III) (b) of the Listing Agreement for the period 1st April, 2015 to 30th November, 2015 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related to publication of Notice of Board Meeting in news papers.

Explanation:

6. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.

Secretarial Auditor’s Comment:

7. The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for the period 1st April 2015 to 30th November, 2015 and Regulation 47(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related publication of Financial Results in news papers.

Explanation:

7. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.

Secretarial Auditor’s Comment:

8. Composition of Nomination and Remuneration Committee is not as per the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange read with SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

Explanation:

8. The Company has failed to effect the appointment of the Independent Directors due to genuine oversight on the part of the Company. However, the Company has proposed to appoint Additional Independent Director to meet with the desired composition of the Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange read with SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

9. DIRECTORS

Mr. AvinashKhire (DIN: 02399448) and Mr. PramodBajrangHarlalka (DIN:06577031) have resigned from the board due to pre-occupancies. The Board of Directors of the company accepted their resignation and relieved them from their responsibilities towards the Company with effect from 28th December,2015 and 26th February, 2016 respectively.

Mr. ManojShashikant Dave (DIN: 07376154) and Mr. MaheshkumarMannalal Sharma (DIN:07451899) were appointed as Additional Directors Categorized as Independent Directors of the Company under Section 149 read with Section 161 of the Companies Act, 2013 on 28th December, 2015 and 26th February, 2016 respectively.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review, the Board of Directors met Eight Times.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received: Nil

No of complaints disposed off: Nil

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31^st March, 2016 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31^st March, 2016 on a ‘going concern’ basis; and

e. They have prepared the annual accounts for the year ended 31st March, 2016 on a ‘going concern’ basis; and

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in “MGT-9”.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. ManojShashikant Dave

b. Mr. MaheshkumarMannalal Sharma

c. Mrs. VarshaDangi

The above composition of the Audit Committee consists of independent Directors viz., Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the directors of the Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

For Dhanleela Investments And Trading Co Ltd.

Sd/-

Place: Mumbai VipulDangi

Date: 30^th August2016 (Managing Director

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Mar 31, 2015

1. INTRODUCTION

Your Directors are elated in presenting the 35th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015. The Annual report presented to you pertains to financial year before April 2015 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 2013, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Financial Year Previous Financial Year (2014-2015) (2013-2014)

Net Profit Before Depreciation 1,802,396 5,984,862 and Tax

Depreciation NIL NIL

Profit before Tax 1,802,396 5,984,862

Provision for Tax 553,944 1,775,641

Profit after Tax 1,248,452 4,209,222

Less:- Income Tax - Earlier Years 118563 13,91,595

Balance Brought forward (20,676,808) (23,494,434)

Balance carried to Balance Sheet (19,546,919) (20,676,808)

3. BUSINESS OVERVIEW

Due to adverse market situations, the Net Profit of the Company has declined from Rs. 59,84,862/- to Rs. 18,02,396/-. The Company's policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2015.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s. Manisha & Co, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the company last year 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor's Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit

Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

9. DIRECTORS

There was no change in the Board of Directors of the Company during the financial year under review.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review, the Board of Directors met Five Times.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received : Nil

No of complaints disposed off : Nil

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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, 2015 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "MGT-9".

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Avinash Khire

b. Mr. Pramod Harlalka

c. Mrs. Varsha Dangi

The above composition of the Audit Committee consists of independent Directors viz., Mr. Avinash Khire and Mr. Pramod Harlalka who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder's value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors For Dhanleela investments And

Trading Co Ltd.

Sd/-

Place: Mumbai Vipul Dangi

Date : 2nd September 2015 (Managing Director)

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Mar 31, 2014

INTRODUCTION

The Directors are elated in presenting the 34th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014. The Annual report presented to you pertains to financial year before April 2014 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. The provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS:

(Amount in Rs)

Particulars Current Financial Year Previous Financial (2013-2014) Year (2012-2013)

Net Profit/(Loss)Before 5,984,862 3,765,938 Depreciation and Tax

Depreciation NIL NIL

Profit /(Loss) before Tax 5,984,862 3,765,938

Provision for Tax 1,775,641 6,04,891

Profit/ (loss) after Tax 4,209,222 3,161,047

Prior Period Adjustments 13,91,595 NIL

Balance Brought forward (23,494,434) (26,655,481)

Balance carried to Balance Sheet (20,676,808) (23,494,434)

BUSINESS OVERVIEW:

It gives the Company and its Board an immense pleasure to announce that this year the Company has grown financially as the net profit of the Company has increased to Rs. 42, 09,222/- from Rs.31,61,047/- during previous year. The Board of Directors looks forward for higher growth in coming years.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for that period.

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

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

BOARD OF DIRECTORS:

In accordance to the Companies Act 2013, the Board Of Director have identified and re- appointed Mr. Vipul Dangi as Managing Director and CEO and Mrs. Varsha Dangi as Chairperson and CFO. Appointment of Mrs. Varsha Dangi as Chairperson and CFO also fulfills the requirement of having a woman Director on the Board of Directors under the proviso of section 149(1) of the Companies Act, 2013. Mr. Vipul Dangi and Mrs. Varsha Dangi will be treated as Key Managerial personnel in the Company. There wasn''t any large amount of change in the Board of Directors in the financial year 2013-2014. Also in accordance to the Companies Act 2013 and recently amended Clause 49 of the Listing agreement the Company intends to reappoint Mr. Avinash Khire and Mr. Pramod Bajranglal Harlalka as Independent Directors of the Company.

RECONSTITUTION OF BOARD AS PER NEW COMPANIES ACT 2013:

In accordance with the provisions of the Companies Act 2013 the Board Of Director allotted the KMP positions to Mr. Vipul Dangi and Mrs. Varsha Dangi as Chief Executive officer and Managing Director and Chief Financial officer and Chairperson respectively subject to approval of the shareholders. The following table shows a clear view about the reconstitution of the Board.

Name of the Director Position KMP position held

Vipul Dangi Managing Director Chief executive officer

Varsha Dangi Chairperson Chief Financial officer

Avinash Khire Independent -

Pramodkumar Bajranglal Independent - Harlalka

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report.

CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper coporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder''s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

STATUTORY AUDITORS:

M/s Paras Shah & Co, Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Statutory Auditors of the Company. Your directors propose to re-appoint M/s Paras Shah & Co as Chartered Accountants for a term of 4 years pursuant to section with 139 of the Companies Act 2013.

The Auditors have expressed their eagerness to act as the Statutory Auditor and have placed their intimation letter in front of the Board. Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

FIXED DEPOSITS:

Your Company has not accepted Public Deposits during the financial year under review.

AUDITOR''S QUALIFICATIONS:

The Auditors of the Company have not qualified their report and there are no observations and suggestions made by the Auditors in their report and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors For Dhanleela investments And Trading Co Ltd. Sd/- Place: Mumbai Vipul Dangi Date: 12th August 2014 (Chairman & Managing Director)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 33rd Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2013.

FINANCIAL RESULTS:

Particulars Current Financial Year Previous Financial (2012-2013) Year (2011-2012)

NetProfit/(Loss)Before Depreciation and Tax 3,765,938 (483,077)

Depreciation Nil Nil

Profit /(Loss) before Tax 3,765,938 (483,077)

Provision for Tax 6,04,891 (131)

Profit/ (loss) after Tax 3,161,047 (482,946)

Prior Period Adjustments Nil Nil

Balance Brought forward (26,655,481) (23,188,152)

Transfer From General Reserve 23,494,434 Nil

Balance carried to Balance Sheet Nil (26,655,481)

BUSINESS OVERVIEW:

The Company has made a net profit of Rs. 31,61,047/- during the year under review as compared to loss of Rs. 4,82,946/- during the previous year.

The Company is engage in Trading of Textiles and Shares. We identify mega trends and themes in the global economy and focus our fundamental research on owning high quality growth companies that are beneficiaries of these unassailable trends. We believe this approach to investing is paramount to long term wealth creation.

Further we focused on managing Large and Small Cap Growth equity investment strategies for institutional clients. We seek to deliver risk-adjusted excess returns through application of a disciplined investment process.

We utilize a multi-factor, proprietary investment model that helps guide our investment professionals in the identification of high quality growth companies that are experiencing accelerating growth dynamics in their businesses.

During the period under review, the Company also changed its name from Ratni Investments Company Limited to Dhanleela Investments & trading Company Limited. The reason for change of name was that the board was on process of reviving its business and thus it thought to give a fresh brand name to its business which would enable the Company to enter into new era of growth.

The Company also underwent infusion of fresh funds through preferential issue of shares twice for the working capital requirements of the Company.

With a view to reward to the shareholders, the Company issued bonus shares in the ratio of 4 equity shares for every 1 equity share held. This will definitely boost the investors moral and confidence in the Company.

Further the market price of the shares of the Company has witnessed significant spurt over the last 12 months. In order to improve the liquidity of the Company''s shares in the stock market and to make it affordable to the small investors, your Directors propose to sub-divide the nominal value of the equity portion of the authorised share capital of the Company for the approval of the shareholders.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit or loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

BOARD OF DIRECTORS:

During the year, Mr. Pramodkumar Bajranglal Harlalka and Mr. Avinash Madhav Khire were inducted as an Additional directors on the Board of the Company under Section 260 of the Companies Act, 1956 who hold office only upto the date of forthcoming Annual General Meeting.

The company has received notice from some of the shareholders of the company proposing their candidature for the post of Directors. Your Directors propose their appointment as the Directors of the company liable to retire by rotation.

Further, pursuant to provisions of section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, your directors propose appointment of Mr. Vipul Dangi as Chairman and Managing Director for a period of three years from 13th August 2013 to 12th August 2016. Your Directors propose their appointment as the Managing Director and Executive Director respectively.

Further, during the year, Tejas Gala and Balakrishna Jadhav resigned from the post of Directorship and Director. Your directors extend their sincere gratitude for valuable services provided by them during their tenure to the Board.

Mr. Gaurav Bahety, Director of the Company retires by rotation and but he has expressed his unwillingness to get re-appointed hence your Directors propose not to reappoint him.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 217(1 )(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report.

CORPORATE GOVERNANCE:

Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

STATUTORY AUDITORS:

M/s MNRD & Associates, Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their unwillinnes to continue as the Statutory Auditors of the Company. Hence your Directors propose appointment of M/s Paras A Shah & co, Chartered Accountants, Mumbai as Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM and to fix their remuneration, in place of M/s MNRD & Associates, Chartered Accountants, Mumbai.

M/s Paras A Shah & Co. have confirmed their eligibility and willingness to accept the office on appointment in accordance with provision of section Section-224 (1B) of the Companies Act, 1956

FIXED DEPOSITS:

Your Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act, 1956.

AUDITOR''S QUALIFICATIONS:

The Auditors of the Company have not qualified their report and there are no observations and suggestions made by the Auditors in their report and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

Place: Mumbai Vipul Dangi

Date: 13th August 2013 (Chairman & Managing Director)

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Mar 31, 2012

The Directors are pleased to present THIRTY SECOND Annual Report and Audited Statement of Accounts of RATNI INVESTMENTS COMPANY LIMITED for the year ended 31st March, 2012 showing a loss of Rs.4,83,077/- during the year.

ACCOUNTS:

During the year the Company earned Interest Income of Rs.4,391/- and Dividend and other Income of Rs.4,908/- Realization from Business support services Rs.3,75,660/- adding up to a total revenue of Rs.4,99,774/- excluding balances written back of Rs.5,26,110/-. The Company incurred revenue expenditure of Rs.15,08,961/- There being increase in Diminution of Value of Investments by Rs.28,236/- that is from Rs.8,71,279/- in the previous year to Rs.8,99,515/- in the current year which has resulted in overall Loss of Rs.4,83,077/- during the year.

GENERAL:

The Company is in the process of exploring avenues to infuse additional capital to get into additional activities.

DIVIDEND:

In view of the loss incurred, the Directors recommend that no dividend to be declared this year

DIRECTORATE:

Mr. B. D. Jadhav retire by rotation and he has expressed his unwillingness for re- appointment hence he is not being re-appointed and casual vacancy not to be filled in.

DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2012.

Particulars of Employees u/s 217 (2A):

None of the employees is drawing remuneration more than the specified limit prescribed u/s.217 (2A) of the Companies Act, 1956, (Particulars of Employees) Rules, 1975. Hence, the information required in terms of Section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975 is not applicable.

Particulars u/s 217 (1) (e):

The Company being an investment Company, the question of import of technology, energy conservation or technical absorption measures does not arise. There are no dealings in foreign exchange, nor are there any exports.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 3 Crores, particulars as mentioned in clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, is not required to be given.

Directors Responsibility Statement Your Directors' Confirm:

a) That in the preparation of Annual Accounts, the applicable accounting standards have been followed.

b) 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 true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2012 and of the loss of the Company.

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

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

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

AUDITORS:

M/s. Jagtiani & Naik (Regd.), Chartered Accountants, Mumbai expressed their inability to continue as Statutory Auditor of the Company. At the request of the Company M/s. MNRD & Associates, Chartered Accountants, Mumbai have consented to act as Auditor of the Company, if appointed. You are requested to appoint Auditors for the current year and to fix their remuneration.

BY ORDER OF THE BOARD

Sd/- Sd/-

DIRECTOR DIRECTOR

PLACE: MUMBAI

DATE : 01.06.2012

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Mar 31, 2009

The Directors are pleased to present TWENTY NINTH Annual Report and Audited Statement of Accounts of RATNI INVESTMENTS COMPANY LIMITED. For the year ended 31st March, 2009 showing net loss of Rs.317,706/- during the year.

ACCOUNTS:

During the year the Company earned Interest Income of Rs.13,238/- and Dividend Income of Rs.40,655/-, Realization from Business support services Rs.368,748/- adding up to a total revenue of Rs.422,641/-. The Company incurred total of revenue expenditure of Rs.455,693/- and made a provision of Depreciation of Rs.5918/-. After providing for Diminution in value of Investments of Rs.278,735/- it has resulted in a loss of Rs.317,706/- during the year. The provision for Deferred Tax Liability of Rs.239/- and Fringe Benefit Tax of Rs.5,000/- has resulted into a total loss to Rs.322,945/-.

GENERAL:

The Company continues to be a holding Company of Suchindram Investments Private limited and have reviewed the affairs of the Subsidiary Company.

DEPOSIT:

The Company has not taken /invited any deposits from the public and hence the outstanding amount is NIL as on 31st March, 2009.

Particulars of Employees u/s 217 (2A):

None of the employees of the Company was in receipts of remuneration of Rs.24,00,000/- or more per annum during the year under review, or if employed for a part of the year, in receipt of Rs.2,00,00/- per month.

Particulars u/s 217 (1) (e):

The Company being an investment Company, the question of import of technology, energy conservation or technical absorption measures does not arise. There are no dealings in foreign exchange, nor are there any exports.

Directors Responsibility Statement

Your Directors' Confirm:

a) That in the preparation of Annual Accounts, the applicable accounting standards have been followed.

b) 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 true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2009 and of the loss of the Company.

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

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

AUDITORS: You are requested to appoint Auditors for the current year and to fix their remuneration. M/s. Jagtiani & Naik, Chartered Accountants, Mumbai being eligible, offer themselves for reappointment.

BY ORDER OF THE BOARD

DIRECTOR DIRETCOR PLACE: MUMBAI

DATE: 25.08.2009