Directors Report of Varun Mercantile Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report and the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Results:

The Company''s financial performance, for the year ended 31st March, 2014 is summarized below:

Financial Year Financial Year 2013-2014 2012-2013 Amount in Rs. Amount in Rs. (Inlakhs) (In lakhs)

Gross Receipts 26.31 210.70

Less: Depreciation - 0.11

Profit before tax 24.59 208.87

Provision for Current taxation 4.69 42.46

Net Profit for the Year 19.85 166.41

Dividend:

Your directors do not recommend any dividend for the year under report.

Director:

Shri Lalit Shroff (DIN: 00339894) retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

After the close of the year under review, Shri Mukesh Shah (DIN: 00014741) and Ms. Forum Shah (DIN: 06883730), who were appointed as Additional Directors, holds office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from members proposing Shri Mukesh Shah for appointment as an Independent Director and Ms. Forum Shah, as Independent Director.

Further, after the close of the year under review, Shri K Varadarajan and Shri Kaushik Ved, resigned from the Board of Directors of the Company. The Board of Directors place on record its appreciation for the valuable services rendered by them during the tenure of their office.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

Directors'' Responsibility Statement:

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that you Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Certificate under Companies (Compliance Certificate) Rules, 2001:

Pursuant to the requirement under Section 383A of the Companies Act, 1956, the Company has obtained a Compliance Certificate from a Company Secretary in whole-time practice. Copy of the said certificate is attached to this report.

Deposits:

The Company has not accepted any Public Deposits, during the year under review.

Auditors:

The Auditors of the Company, M/s A. T. Jain & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Board recommends their re-appointment as Auditors of the Company.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

Particulars of Employees:

The Company has not paid any remuneration in terms of the provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence, no information is required to be appended to this report in this regard.

Particulars required to be disclosed by the Company under Section 217 (1) (e) of the Companies Act, 1956 read with the "Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988":

A] Conservation of Energy & Technology Absorption

The Particulars relating to conservation of energy and technology absorption are ''nil'' in your Company.

B] Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or outgo during the year under review.

Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Government, banks, other business constituents and members during the year under review.

For and on behalf of the Board of Directors



Place: Mumbai M H Shah F S Shah Dated:02.09.2014 DIN: 00014741 DIN.06883730 Director Director

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty Fifth Annual Report and the Audited Annual Accounts for the financial year ended 31st March, 2010.

WORKING:

During the year under report, your Company earned income of Rs. 7.47 lakhs. After incurring necessary expenses, the Company earned a net profit of Rs. 4.15 lakhs. Your Directors continue their efforts to improve the working of the Company.

DIVIDEND:

Your directors do not recommend any dividend for the year under report.

DIRECTOR:

Shri K. Varadarajan, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that your Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

DEPOSITS:

The Company has not accepted any Public Deposits, during the year under review.

CERTIFICATE UNDER COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001:

Pursuant to the requirement under Section 383A of the Companies Act, 1956, the Company has obtained a Compliance Certificate from a Company Secretary in whole-time practice. Copy of the said certificate is attached to this report.

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

Particulars required to be furnished in this report under Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption are vnil in your Company

There are no foreign Exchange earnings and outgo, during the year under review.

PERSONNEL:

The Company has not paid any remuneration attracting the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

AUDITORS:

The Auditors, M/s A. T. Jain & Company, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1) of the Companies Act, 1956.

For and on behalf of the Board of Directors

PLACE: MUMBAI K.VARADARAJAN K. V. VED

DATED: 2nd September, 2010 DIRECTOR DIRECTOR