Directors Report of Victoria Enterprises Ltd.

Mar 31, 2013

To, The Members of VICTORIA ENTERPRISES LTD.

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

1. FINANCIAL HIGHLIGHTS:

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

Other incomes 13.62 7.25

Total Income 911.87 1058.72

Profit before depreciation, interest & tax 213.80 261.00

Interest & Finance Costs 202.65 256.45

Depreciation 118 0.95

Profit before tax 197 3.60

Tax including deferred tax and provisions for earlier 3.60 2.26 years

Profit after tax 6.37 34

2. OPERATIONS:

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

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

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

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

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

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

4- OPPORTUNITIES AND THREATS:

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

5. RISKS AND CONCERNS :

Macro risks

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

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

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

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

7. FIXED DEPOSITS:

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

8. DIRECTORS;

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

9. DIRECTORS RESPONSIBILITY STATEMENT :

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

(i) That in the preparation of the accounts for the financial year ended 31s* March, 2013 the applicable accounting standards have been followed along wim proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year tinder review; (iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company arid for preventing and detecting fraud and other .irregularities;

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

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

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

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

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

12. AUDITORS :

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

13. AUDITORS OBSERVATIONS:

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

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

14. CORPORATE GOVERNANCE:

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

15. ACKNOWLEDGMENT:

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

For PAFtEKH SHAH & LODHA

Chartered Accountants

Place: Mumbai

Date : 30th May, 2013.

---

Mar 31, 2012

To, The Members of VICTORIA ENTERPRISES LTD.

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

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2011-12 2010-11

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

Other incomes 10.86 8.00

Total income 1058.72 1465.43

Profit before depreciation, interest & tax 261.00 570.41

Interest & Finance Costs 256.45 564.54

Depredation 0.95 1.18

Profit before tax 3.60 4.69

Profit after tax 1.34 3.07

2. OPERATIONS:

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

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

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

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

3. GOVERNMENT INITIATIVES :

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

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

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

4. OPPORTUNITIES AND THREATS :

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

5. RISKS AND CONCERNS :

Macro risks

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

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

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. DIVIDEND:

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

7. FIXED DEPOSITS :

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

8. DIRECTORS:

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

9. DIRECTORS RESPONSIBILITY STATEMENT :

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

(i) That in the preparation of the accounts for die financial year ended 31st March, 2012 die applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

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

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

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

12. AUDITORS :

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

13. AUDITORS OBSERVATIONS:

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

14. CORPORATE GOVERNANCE:

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

15. ACKNOWLEDGMENT:

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



For and on behalf of the Board





(Director)

Place : Mumbai Date : 30th May, 2012

---

Mar 31, 2010

The Members of,

VICTORIA ENTERPRISES LTD.

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

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

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2009-10 2008-09

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

Other incomes 7.50 0.44

Total Income 1051.58 514.61

Profit before depreciation, interest &: tax 483.93 441.14

Interest & Finance Costs 478.28 411.41

Depreciation 1.66 25.92

Profit before tax 3.99 3.81

Profit after tax 3.67 0.93

2. OPERATIONS:

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

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

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

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

3. GOVERNMENT INITIATIVES:

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

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

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

4. OPPORTUNITIES AND THREATS :

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

5. RISKS AND CONCERNS :

Macro risks

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

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

- Event risks - riots, natural calamities, etc.

- Rising costs of operation

- Constrained urban and physical infrastructure in cities

- Disparities in regional development within States

- Declining property rates

6. Real Estate Sector Specific Risks

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

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

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

- Regulatory risk - several regulatory issue remain.

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

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

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

- Lack of real estate securities legislation.

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

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

- Distress sale by other developers likely to push down prices

- Demand becoming increasingly price and product sensitive.

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

7. DIVIDEND;

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

8. FIXED DEPOSITS :

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

9. DIRECTORS:

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

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

10. DIRECTORS RESPONSIBILITY STATEMENT :

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

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

March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

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

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

13. AUDITORS:

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

14. AUDITORS OBSERVATIONS:

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

15. CORPORATE GOVERNANCE:

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

16. ACKNOWLEDGMENT:

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

For and on behalf of the Board

(Director)

Place : Mumbai Date : 31st May, 2010.

---

Mar 31, 2009

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

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2008-09 2007-08

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

in Work in Progress)

Other Incomes 0.44 Nil

Total Income 514.61 5024.73

Profit before Depreciation & Tax, 29.73 223.17

Depreciation 25.92 22.58

Profit before Tax 3.81 200.59

Profit after Tax 0.93 123.87

2. OPERATIONS.

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

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

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

Details of the projects under development are as under:

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

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

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

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

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

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

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

8 DIVIDEND:

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

9. FIXED DEPOSITS :

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

10. DIRECTORS:

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

11. DIRECTORS RESPONSIBILITY STATEMENT :

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

i) That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

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

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

14. AUDITORS:

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

15. AUDITORS OBSERVATIONS:

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

16. CORPORATE GOVERNANCE:

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

17. ACKNOWLEDGMENT:

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

For and on behalf of the Board



(Director)

Place : Mumbai

Date : 30th June, 2009.

---

Mar 31, 2008

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

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2007-08 2006-07

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

2. OPERATIONS:

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

- Victoria Elegance, Mumbai - Residential cum Commercial.

- Pittie Chambers, Mumbai - Commercial.

- Pittie Plaza, Jodhpur, Rajasthan - Commercial.

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

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

Details of the projects under development are as under:

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

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

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

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

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

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

3. DIVIDEND:

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

4. FIXED DEPOSITS :

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

5. DIRECTORS :

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

6. DIRECTORS RESPONSIBILITY STATEMENT :

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

i) That in the preparation of the accounts for the financial year ended 31st March, 2008 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

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

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

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

9. AUDITORS:

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

10. AUDITORS OBSERVATIONS:

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

11. CORPORATE GOVERNANCE:

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

12. COMPLIANCE CERTIFICATE:

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

13. ACKNOWLEDGMENT:

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

For and on behalf of the Board

(Director) Date : 30.06.2008 Place : Mumbai

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

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

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

1. FINANCIAL HIGHLIGHTS:

Amount in Rs.

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

2. OPERATIONS:

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

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

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

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

3. FIXED DEPOSITS:

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

DISCLOSURE OF PARTICULARS UNDER SECTION 217 (2A):

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

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

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

DIRECTORS:

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

7. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

8. AUDITORS:

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

9. AUDITORS OBSERVATIONS:

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

10. CORPORATE GOVERNANCE:

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

11. COMPLIANCE CERTIFICATE:

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

12. ACKNOWLEDGMENT:

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

For and on behalf of the Board

(Director)

Place : Mumbai Date : 30th June, 2006.

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Mar 31, 2004

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

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Mar 31, 1999

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

FINANCIAL HIGHLIGHTS

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

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

Deduct/Add :- Provision for Taxation - -

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

Deduct/Add : Profit & Loss Account

Balance brought forward 9,173 17,121

Balance carried forward (17,259) 9,173

DIVIDEND

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

GENERAL

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

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

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

DIRECTORS

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

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

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

PERSONNEL

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

AUDITORS

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

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

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