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Directors Report of Victoria Mills Ltd.

Mar 31, 2018

BOARDâS REPORT 2017-18

The Directors present their 105^th Annual Report on the working of the Company with audited Statement of Accounts for the year ended March 31, 2018 and the report of the auditors thereon.

1. FINANCIAL RESULTS:

Particular	2017-2018 (Amount In Rs.)	2016-2017 (Amount In Rs.)
Income from Operation	8,75,00,000	5,25,00,000
Other Income	1,30,21,673	1,08,77,765
Total Income	10,05,21,673	6,33,77,765
Net Profit Before Depreciation and Tax	1,45,57,940	1,04,77,874
Depreciation	2,32,652	1,56,349
Net Profit Before Tax	1,43,25,288	1,03,21,525
Provision for Income Tax	36,13,892	32,50,000
Net Profit after Tax	1,07,11,396	70,71,525

2. OPERATIONAL REVIEW:

Profit before depreciation and taxation was Rs. 1,45,57,940/against Rs. 1,04,77,874/- in the previous year. After providing for depreciation and taxation of Rs. 2,32,652 and Rs. 36,13,892/respectively, the net profit of the Company for the year under review was placed at Rs. 1,07,11,396/- against Rs. 70,71,525/in the previous year.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the company is Rs. 98.56 Lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any Stock Option nor any Sweat Equity Shares.

4. DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 50% (at par with previous year). The Dividend of 50%, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 49,28,000/- to the company in addition to Rs. 10,03,225 /- by way of dividend distribution tax.

Further, pursuant to Companies (Accounting Standards) Amendment Rules, 2016 dated March 30, 2016 read with Circular No. 4/2016 dated April 27, 2016 no provision has been made for Dividend in the Books of Accounts.

5. FINANCE:

Cash and cash equivalent as at March 31, 2018 was Rs. 33,11,451/- The Company continues to focus on adjusting management of its working capital receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

6. DEPOSITS:

Your company has not accepted any deposits within the meaning of Section-73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has neither granted any Loan or nor has given any guarantee.

However, the company had granted loan to its wholly owned subsidiary i.e. Victoria Land Private Limited for an amount not exceeding Rs.12 crores from time to time and on such terms and conditions including the terms of repayment as initially agreed from time to time vide its Board Resolution dated August 13, 2014. As on March 31, 2018 the outstanding loan is Rs. 90 lakhs. The details of the investments made by the company is given in the notes to the financial statements.

8. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company transferred the unpaid/ unclaimed dividend amount to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 1,745 shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

During the year, the tenure of Mr. Aditya Mangaldas as a Managing Director of the Company expired on 31^st March 2018. The Board of Directors of the Company at its Meeting held on 14^th February, 2018, subject to the approval of the shareholders, re-appointed of Mr. Aditya Mangaldas as a Managing Director for a further term of 3 (three) years with effect from 1 April 2018.

During the year under review Mr. Dhiraj Gupta had resigned from the position of Company Secretary w.e.f June 10, 2017 and Mr. Nikunj Kanabar was appointed as the Company Secretary and Compliance officer of the Company with effect from August 10, 2017.

All the Independent Directors of your company have given their declarations, that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Rashmikant Shah (DIN: 07111006), Director of the Company is liable to retire by rotation and, being eligible, offers himself for re-appointment. Board recommends him re-appointment to the shareholders at the ensuing AGM.

11. BOARD EVALUATION:

12. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. This policy along with the criteria for determining the qualification, positive attributes, and independence of a director is available on the website of the Company viz. www. victoriamills.in

13. MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review, Four (4) Board Meetings, Four (4) Audit Committee meetings, Four (4) Stakeholders Relationship Committee meetings and Three (3) Nomination and Remuneration Committee meetings were held and the gap between two consecutive Board Meetings and Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DIRECTORâS RESPONSIDIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:-

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The directors have prepared the annual accounts on a going concern basis.

V. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

15. STATUTORY AUDITORS AND AUDIT REPORTS:

M/s. Vasani & Thakkar, Chartered Accountants, Mumbai (Firm''s Registration No. 111296W) was appointed as the Statutory Auditors of the Company at its 104th Annual General Meeting from the conclusion of the said meeting until the conclusion of the 109^th Annual General Meeting. Necessary resolution for ratification of the appointment of M/s. Vasani & Thakkar as the Statutory Auditors is included in the Notice of the Annual General Meeting.

The reports of the Statutory Auditors, Vasani & Thakkar, Chartered Accountants on the standalone and consolidated financial statements of the Company for the year 2018 form part of this Annual Report. The statutory auditors have submitted a unmodified opinion on the audit of financial statements for the year 2018 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT: Pursuant to provisions of section 204 of the Companies Act,

2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Nilesh Shah and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure-Aâ.

17. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report together with the Certificate received from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form an integral part of this Annual Report and is annexed herewith as âAnnexure-Bâ.

18. MANAGEMENT DISCUSSION ANALYSIS:

The detailed Management Discussion Analysis Report is annexed herewith as âAnnexure-Câ.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure-Dâ to this report.

20. PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Annexed here as âAnnexure-Eâ and will also be provided upon request in terms of Section 136 of the Act. The reports and accounts are being sent to the members and other entitles thereto. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. RELATED PARTY TRANSACTIONS:

The Related Party Transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no materially significant Related Party Transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered by the Company are given in âAnnexure-Fâ attached to this Report.

22. SUBSIDIARY COMPANY:

The Company has one wholly owned subsidiary Company i.e. Victoria Land Private Limited.

Disclosure pursuant to sub section (3) of section 129 read with Rules 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial Statement.

23. FOREIGN EXCHANGE EARNING AND OUT-GO:

During the year under review, foreign exchange earnings and outgoings flow were as under-

	FOREIGN EXCHANGE EARNING AND OUT GO	Current Year 2017-2018	Previous Year 2016-2017
1	Earning in Foreign Exchange	Nil	Nil
2	Outgoing in Foreign	Nil	1,47,929
	Exchange(Travelling)

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a âPolicy on Whistle Blower and Vigil Mechanismâ to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required by the company (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed form as âAnnexure-Gâ to this report.

As there was no manufacturing activity during the year, the information on conservation of energy and technology absorption is not applicable to your company.

26. PREVENTION OF INSIDER TRADING:

Your Company has adopted the âCode of Conduct on Prohibition of Insider Tradingâ and âCode of Conduct for Directors and Senior Management Personnelâ for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the âPolicy on Prevention of Sexual Harassment at the Workplaceâ in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

28. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year ended March 31, 2018 impacting the going concern status and company''s operations in future.

29. ACKNOWLDGEMENT:

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

On behalf of the Board of Directors

Rashmikant Shah

Place: Mumbai Chairman

Date: May 02, 2018 (DIN: 07111006)

Mar 31, 2016

To,

The Shareholders of The Victoria Mills Limited.

Ladies & Gentlemen :

The Directors present their 103^rd Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31^st March, 2016 and the report of the auditors thereon.

1. FINANCIAL RESULTS:

PARTICULARS	2015-2016 (Amount In Rs.)	2014-2015 (Amount In Rs.)
Gross Profit for the year before providing for depreciation and taxation	15,87,60,271	82,26,632
Less: Provision for depreciation	2,53,835	8,49,788
Tax expenses	3,60,00,000	16,50,000
Profit	12,25,06,436	57,26,844
Add: Balance brought down from the previous year	16,01,25,588	16,08,87,053
Balance available for appropriation	28,26,32,024	16,66,13,897
Less: Transfer to General Reserve	1,22,50,000	5,75,000
Balance	27,03,82,024	16,60,38,897
Less: Interim dividend / dividend on Equity shares	49,28,000	49,28,000
Tax on Proposed Dividend	10,03,225	9,85,309
Balance to be carried forward	26,44,50,799	16,01,25,588

The Company proposes to transfer an amount of Rs. 1,22,50,000/- to the General Reserve. An amount of Rs. 26,44,50,799/- is proposed to be retained in the statement of Profit and Loss.

2. OPERATIONAL REVIEW:

Profit before depreciation and taxation was Rs. 15,87,60,271/against Rs. 82,26,632/- in the previous year. After providing for depreciation and taxation of Rs. 2,53,835/- and Rs. 3,60,00,000/- respectively, the net profit of the Company for the year under review was placed at Rs. 12,25,06,436/- against Rs. 57,26,844/- in the previous year. The Company is in the Business of making luxury villas in Alibaug.

3. SHARE CAPITAL:

4. DIVIDEND:

Your Directors had declared Interim Dividend of Rs. 50 during the F.Y. 2015-16 which has to be confirmed by the members at the Annual General Meeting. The Dividend of 50%, which is already declared at the Board Meeting dated 10^th March, 2016, will result in the out flow of Rs. 49,28,000/- to the company in addition to Rs. 10,03,225/- by way of dividend distribution tax.

5. FINANCE:

Cash and cash equivalent as at March 31, 2016 was Rs. 32,36,627/- The company continues to focus on adjusting management of its working capital. Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

6. DEPOSITS:

Your company has not accepted any deposits within the meaning of Section-73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has granted loan to its wholly owned subsidiary

i.e. Victoria Land Private Limited for an amount not exceeding Rs.12 crores from time to time and on such terms and conditions including the terms of repayment as initially agreed from time to time.

The details of the investments made by the company is given in the notes to the financial statements.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

During the year under review Mr. Puneet Motwani had resigned from the position of Company Secretary w.e.f 10^th February, 2016 and Mr. Birjukumar M. Godhani was appointed as the Company Secretary and Compliance officer of the Company with effect from 10^th February, 2016.

Mr. Rashmikant K. Shah, Director of the Company is liable to retire by rotation and, being eligible, offers himself for reappointment. Board recommends his re-appointment to the shareholders at the ensuing AGM.

10. BOARD EVALUATION:

During the year, pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering the various aspects of the Board''s functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. A Separate exercise was carried out to evaluate the performance of the individual Directors including the Chairperson of the Board, who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, etc.

The evaluation of the Independent Directors was carried out by the entire Board, except for the Independent Director being evaluated and that of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors.

11. REMUNERATION POLICY:

12. MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review, five Board Meetings, five Audit Committee meetings, four Stakeholders Relationship Committee meetings and one Nomination and Remuneration Committee meeting were held and the gap between two consecutive Board Meetings and Committee Meetings was within the limits prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. DIRECTORâS RESPONSIBILITIES STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. STATUTORY AUDITORS AND AUDIT REPORTS:

The Statutory Auditors, M/s. Sorab S. Engineer & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a confirmation letter from the Auditors to the effect that their reappointment, if made, will be within the prescribed limits under of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of the said Act. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). The Board recommends their reappointment as Auditors to audit the accounts of the Company for the financial year 2016- 2017.

The observations made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

15. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Nilesh Shah and Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure-Aâ

16. CORPORATE GOVERNANCE REPORT:

17. MANAGEMENT DISCUSSION ANALYSIS:

The Company through its 100% Subsidiary had sold a Villa in Alibaug. The Company also sold a property in Mumbai. With this liquidity in hand, the Company has started Construction of three Luxury Villas in Alibaug.

The Real-Estate market in general was slow last year & is expected to improve this year. Your Company is in a niche market of building Luxurious Villas. The detailed Management Discussion Analysis Report is annexed herewith as âAnnexure-Bâ

18. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, Our Company has Constituted Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee and its terms of reference are more particularly stated in the Corporate Governance Report which forms a part of this Annual Report and the Corporate Social Responsibility Policy of the Company is hosted on the website of the Company www. victoriamills.in

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure-Câ to this report.

20. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request in terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitles thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

21. RELATED PARTY TRANSACTIONS:

The Related Party Transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no materially significant

Related Party Transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Prior omnibus approvals of the Board were also obtained for the transactions that were of repetitive nature. The Company has framed a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The details of Related Party Transactions entered by the Company are given in âAnnexure-Dâ attached to this Report.

22. SUBSIDIARY COMPANY:

The Company has one wholly owned subsidiary Company i.e. Victoria Land Private Limited.

23. FOREIGN EXCHANGE EARNING AND OUT-GO:

During the year under review, foreign exchange earnings and outgoings flow were given in âAnnexure-Eâ to this report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a âPolicy on Whistle Blower and Vigil Mechanismâ to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As there was no manufacturing activity during the year, the information on conservation of energy and technology absorption is not applicable to your company.

26. PREVENTION OF INSIDER TRADING:

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

28. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year ended 31^st March, 2016 impacting the going concern status and company''s operations in future.

29. ACKNOWLEDGMENT:

On behalf of the Board of Directors

ADITYA MANGALDAS

Place: Mumbai Managing Director

Date: 24.05.2016 (DIN: 00032233)

Mar 31, 2015

The Directors present their 102nd Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31st March, 2015 and the report of the auditors thereon.

Particulars 2014-2015 2013-14 Rupees Rupees

Gross Profi t/Loss for the year before providing for depreciation and taxation 82,26,632 1,14,10,830

Less: Provision for depreciation 8,49,788 5,17,145

Tax expenses 16,50,000 16,00,000 Profit 57,26,844 92,93,685

Add: Balance brought down from the previous year 16,08,87,053 15,83,58,882

Balance available for appropriation 16,66,13,897 16,76,52,567 Less: Transfer to General Reserve 5,75,000 10,00,000

16,60,38,897 16,66,52,567

Less: Proposed dividend on Equity 49,28,000 49,28,000 shares

Tax on Proposed Dividend 9,85,309 8,37,514

Balance to be carried forward 16,01,25,588 16,08,87,053

The Company proposes to transfer an amount of Rs. 5,75,000/- to the General Reserve. An amount of Rs.16,01,25,588/- is proposed to be retained in the statement of Profit and Loss.

OPERATIONAL REVIEW:

Profit before depreciation and taxation was Rs.82,26,632/- against Rs.1,14,10,830/- in the previous year. After providing for depreciation and taxation of Rs.8,49,788/- and Rs. 16,50,000/- respectively, the net profi t of the Company for the year under review was placed at Rs. 57,26,844/- against Rs.92,93,685/- in the previous year. Company is in the Business of making villas in Alibiing.

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 50% (at par with the previous year). The Dividend of 50%, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs.49,28,000/- to the company in addition to Rs.9,85,309/- by way of dividend distribution tax.

SHARE CAPITAL:

There is no change in the share capital of the company.

FINANCE:

Cash and cash equivalent as at March 31, 2015 was Rs.20,52,842/- The company continues to focus on adjusting management of its working capital. Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your company has not accepted any deposits within the meaning of Section-73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has granted loan to its wholly owned subsidiary i.e Victoria Land Pvt.Ltd. for an amount not exceeding Rs.12 crores from time to time and on such terms and conditions including the terms of repayment as initially agreed from time to time.

The details of the investments made by the company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY:

As required by the company (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed form as Annexure A to this report.

As there was no manufacturing activity during the year, the information on conservation of energy and technology absorption is not applicable to your company.

FOREIGN EXCHANGE EARNING AND OUT-GO:

The details of foreign exchange earning and out fl ow are given in Annexure A to this report

DIRECTORS:

Your attention is invited to the Special Business mentioned in the notice of the Annual General Meeting regarding re-appointment of Mr. Aditya Mangaldas as Managing Director of the Company for a period of 3 years. The information relating to the same has been given in the Explanatory Statement accompanying the notice.

Director Smt. Mamta Mangaldas retire by rotation and being eligible, offer herself for re-appointment. The Directors recommend Smt. Mamta Mangaldas for re-appointment.

The Board of Directors has appointed Mr. Rashmikant K.Shah as an Additional Director of the Company w.e.f. 22nd May 2015. Mr. Rashmikant K. Shah hold office upto the date of the forthcoming Annual General Meeting. Accordingly, his candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company.

During the year under review Mr. Rashmikant K.Shah has resigned from the position of Company Secretary w.e.f. 31st March 2015 and Mr. Puneet Motwani having requisite qualifi cation and membership number has been appointed as Company Secretary w.e.f. 1st April 2015.

BOARD EVALUATION:

During the year, pursuant to the provisions of the Companies Act, 2013, the Board adopted a formal mechanism for evaluation of its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meeting and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

MEETINGS:

During the year four Board Meetings were convened and held. The intervening gap between the meeting was within the period prescribed under the Companies Act, 2013. The Independent Directors meeting was held on 25th March 2015, where all the Independent Directors were present. The meeting reviewed the following things:-

a) the performance of non-independent directors and the Board as a whole.

b) The performance of the Chairperson of the Company, taking into accounts the reviews of executive directors and non-executive directors.

c) To assess the quality, quantity and timeliness of flow of information between the company's management and the board that is necessary for the Board to effectively and reasonably perform their duties.

The independent directors carried out an evaluation performance of the non-independent directors on the basis of the above mentioned points on the rating scale of 1 to 5 where 1 being the lowest score and 5 being the highest score.

DIRECTOR'S RESPONSIDIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

There are no related party transactions during the year. There are no materially significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company has one wholly owned subsidiary i.e Victoria Land Pvt.Ltd.

VIGIL MECHANISM/WHISTLE BELOWER POLICY:

The Company has a vigil mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing with the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT

The observations made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

The Auditors M/s. Sorab S.Engineer & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Nilesh Shah and Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure "B".

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request in terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitles thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

ACKNOWLDGEMENT:

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

On behalf of the Board of Directors

ADITYA MANGALDAS

Place: Mumbai Chairman & Managing Director

Date: 22.05.2015 (DIN: 00032233)

Mar 31, 2014

Dear members,

The Directors present their 101st Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31st March, 2014 and the report of the auditors thereon.

2013-2014 2012-2013 Rupees Rupees

Gross Profit/Loss for the year before depreciation and taxation 1,14,10,830 50,88,869

Less:Provision for depreciation 5,17,145 6,25,632

Tax Expenses 16,00,000 3,85,000

Profit 92,93,685 40,78,237

Add: Balance brought down from the previous year 15,83,58,882 16,04,58,090

Balance available for appropriation 16,76,52,567 16,45,36,327

Less: Transfer to General Reserve 10,00,000 4,50,000

16,66,52,567 16,40,86,327

Less: Proposed Dividend on Equity shares 49,28,000 49,28,000

Tax on Proposed Dividend 8,37,514 7,99,445

Balance to be carried forward 16,08,87,053 15,83,58,882

Your Directors have recommended a Dividend of 50% amounting to Rs.50/- per share of face value of Rs.100/- each. The Company has completed construction of one Villa in Alibaug and possession has been handed over to the buyer. Construction in respect of other villa has commenced.

The company is exploring repairing/reconstructing the part of building which had collapsed in December 2012.

In accordance with the provisions of Companies Act, 1956 and the Company''s Articles of Association, Mrs. Mamta Mangaldas retires by rotation and is eligible for re-appointment.

The statement giving particulars under the Companies (Particulars of Employees) Rules, 1975, required to be included in the Directors'' Report is not appended, as the same is not applicable.

Your attention is invited to the Special Business mentioned in the Notice of the Annual General Meeting regarding reappointment of Mr. Aditya Mangaldas as Managing Director of the company for a period of one year. The information relating to the same has been given in the Explanatory

Statement accompanying the Notice.

As required by the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy are given in the prescribed form as Annexure 1 to this Report. As there was no manufacturing activity during the year, the information of conservation of energy and technology absorption is not applicable.

Disclosure required by S.E.B.I. (Substantial Acquisition of Shares and Takeovers) Regulations 1997 is shown separately as Annexure 2.

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that :-

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

ii. They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2014 and of the profits of the Company for the year ended 31st March 2014;

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

iv. They had prepared the Annual Accounts on a going concern basis.

No Public Deposits were outstanding with the Company as at the end of 31.3.2014 as company has not accepted any deposit.

In compliance with the Companies (Audit and Auditors) rules 2014, M/s. Sorab S.Engineer & Co., Chartered Accountants, Statutory Auditors are eligible for re-appointment as Auditors for a period of one year. Members are requested to appoint for a term of one year, from conclusion of this Annual General Meeting till conclusion of next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. As per provision of Section 204 of the Companies Act, 2013 and rules made there under, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s. Nilesh Shah & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the F.Y 2014-15.

On behalf of the Board of Directors

ADITYA MANGALDAS Chairman & Managing Director (DIN: 00032233)

Place: Mumbai Dated: 29.5.2014

Mar 31, 2013

To, The Shareholders of The Victoria Mills Limited.

Ladies & Gentlemen :

The Directors present their 100th Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31st March, 2013 and the report of the auditors thereon.

2012-2013 2011-2012 Rupees Rupees

Gross Profi t/Loss 50,88,869 97,23,459 for the year before depreciation and taxation

Less: Provision for 6,25,632 7,80,070 depreciation

Tax Expenses 3,85,000 11,00,000

Profit 40,78,237 78,43,389

Add: Balance brought 16,04,58,090 15,91,42,146 down from the previous year

Balance available for 16,45,36,327 16,69,85,535 appropriation

Less: Transfer to General Reserve 4,50,000 8,00,000

16,40,86,327 16,61,85,534

Less: Proposed 49,28,000 49,28,000

Dividend on Equity shares

Tax on Proposed

Dividend 7,99,445 7,99,445

Balance to be carried 15,83,58,882 16,04,58,090 forward

Your Directors have recommended a Dividend of 50% amounting to Rs. 50/- per share of face value of Rs.100/- each.

Your Directors regret at the sad demise of their colleague Shri V.C. Vaidya on 26.5.2013. He was associated as a Director with the company for past 33 year and was very helpful and had given useful advice to the company. Your Directors place on record their deep sense of loss on passing away of Shri V.C. Vaidya.

The Company has commenced construction of Villas in Alibaug and it is expected to be completed soon.

The Company had entered into Leave and Licence agreement on 12.11.2012. While renovation work was being carried out by the licencee, portion of the premises collapsed. Matter is being investigated by the concerned authorities. The company is exploring possibility of reconstructing the building.

In accordance with the provisions of Companies Act, 1956 and the Company''s Articles of Association,

Shri D.K.Contractor retires by rotation and is eligible for re-appointment.

The statement giving particulars under the Companies (Particulars of Employees) Rules, 1975, required to be included in the Directors'' Report is not appended, as the same is not applicable.

As required by the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy are given in the prescribed form as Annexure 1 to this Report. As there was no manufacturing activity during the year, the information of conservation of energy and technology absorption is not applicable.

As per requirement of S.E.B.I. (Substantial Acquisition of Shares and Takeovers) Regulations 1997 constituents of Group as defi ned under MRTP Act 1969 is shown seperately as Annexure 2.

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confi rm that :- (i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

(ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2013 and of the profi ts of the Company for the year ended 31st March 2013;

(iii) They had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They had prepared the Annual Accounts on a going concern basis.

No Public Deposits were outstanding with the Company as at the end of 31.3.2013 as company has not accepted any deposit.

You are requested to appoint auditors from the conclusion of this meeting till the conclusion of the next Annual General Meeting at a remuneration to be fi xed by the Board of Directors.

On behalf of the Board of Directors

Place: Mumbai ADITYA MANGALDAS

Dated: 30.5.2013 Chairman & Managing Director

Mar 31, 2012

To,The Member of The Victoria Mills Limited.

The Directors present their 99th Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31st March, 2012 and the report of the auditors thereon.

2011-2012 2010-2011 Rupees Rupees

Gross Profit/Loss for the year 97,23,459 82,88,932 before depreciation and taxation

Less:Provision for depreciation 7,80,070 9,44,939

Tax Expenses 11,00,000 31,00,000

Profit 78,43,389 42,43,993

Add:Balance brought down 15,91,42,146 16,13,35,598 from the previous year

Balance available for 16,69,85,535 16,55,79,591 Appropriation

Less: Transfer 8,00,000 7,10,000 to General Reserve

16,61,85,534 16,48,69,591

Less: Proposed Dividend on 49,28,000 49,28,000 Equity shares

Tax on Proposed Dividend 7,99,445 7,99,445

Balance to be carried forward 16,04,58,090 15,91,42,146

Your Directors have recommended a Dividend of 50% amounting to Rs.50/- per share of face value of Rs. 100/- each.

As mentioned last year your company has started Real Estate development. Since the textile market was very sluggish during year under review, your company decided not to carry on textile activity.

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Shri S.G.Vaidya retires by rotation and is eligible for re-appointment.

Ms. Mamta Mangaldas had been appointed as Additional Director of the Company by the Board and she holds office upto the date of the Annual General Meeting. The Company has received notices in writing from the members proposing her candidature for the office of Directors.

Your attention is invited to the Special Business mentioned in the Notice of the Annual General Meeting. The information relating to the same has been given in the Explanatory Statement accompanying the Notice.

The statement giving particulars under the Companies (Particulars of Employees) Rules, 1975, required to be included in the Directors' Report is not appended, as the same is not applicable

As required by the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy are given in the prescribed form as Annexure 1 to this Report. As there was no manufacturing activity during the year, the information of conservation of energy and technology absorption is not applicable.

As per requirement of S.E.B.I. (Substantial Acquisition of Shares and Takeovers) Regulations 1997 constituents of Group as defined under MRTP Act 1969 is shown seperately as Annexure 2.

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

(ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2012 and of the profits of the Company for the year ended 31 st March 2012;

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

(iv) They had prepared the Annual Accounts on a going concern basis.

No Public Deposits were outstanding with the Company as at the end of 31.3.2012 as company has not accepted any deposit.

You are requested to appoint auditors from the conclusion of this meeting till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

On behalf of the Board of Directors

Place. Mumbai. ADITYA MANGALDAS

Dated: 30.5.2012 Chairman & Managing Director

Mar 31, 2011

Ladies & Gentlemen :

The Directors present their 98th Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31" March, 2011 and the report of the auditors thereon.

2010-2011 2009-2010 Rupees Rupees

Gross Profit/Loss for the year 82,88,932 3,76,50,436

before depreciation

Add/Less:Provision for depreciation 9,44,939 6,77,413

Add/Less: Provision for taxation 31,00,000 21,75,000

Profit/Loss 42,43,993 3,47,98,023

Add: Balance brought down from 16,13,35,598 13,60,03,089

the previous year

Balance available for appropriation 16,55,79,591 17,08,01,112

Less: Transfer to General Reserve 7,10,000 37,00,000

16,48,69,591 16,71,01,112

Less: Proposed Dividend on Equity shares 49,28,000 49,28,000

Tax on Proposed Dividend 7,99,445 8,37,514

Balance to be carried forward 15,91,42,146 16,13,35.598

Your Directors have recommended a Dividend of 50% amounting to Rs.50/- per share of face value of Rs.100/- each.

The Company has recorded turnover of Rs.1,79,10,056/- by trading in textiles in local market as against Rs.2,37,21,480/- in the previous year.

As disclosed in the previous year, Consent Agreement was signed with a party of Rs.1,20 Cr. The party made a payment of Rs. 12 lacs and then did not make any payment thereafter. Hence the provision of Rs.1.08 Cr. as doubtful debts has been made during the year and necessary legal action underthe Negotiable Instruments Act is in process.

As mentioned in the previous year, activity of real estate is being carried out through a wholly owned subsidiary, Victoria Land Pvt. Ltd. Your Directors have decided to diversify into real estate development.

In accordance with the provisions of Companies Act, 1956 and the Companys Articles of Association, Shri D.K. Contractor retires by rotation and is eligible for re- appointment.

The statement giving particulars under the Companies

(Particulars of Employees) Rules, 1975, required to be included in the Directors Report is not appended, as the same is not applicable.

Your attention is invited to the Special Business mentioned in the Notice of the Annual General Meeting. The information relating to the same has been given in the Explanatory Statement accompanying the Notice.

As required by the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy are given in the prescribed form as Annexurel to this Report. As there was no manufacturing activity during the year, the information of conservation of energy and technology absorption is not applicable.

As per requirement of S.E.B.I. (Substantial Acquisition of Shares and Takeovers) Regulations 1997 constituents of Group as defined under MRTP Act 1969 is shown seperatelyasAnnexure2.

Pursuant to Section 217(2AA)of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:-

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

(ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2011 and of the profits of the Company for the year ended 31st March 2011;

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

(iv)They had prepared the Annual Accounts on a going concern basis.

No Public Deposits were outstanding with the Company as at the end of 31.3.2011 as company has not accepted any deposit.

You are requested to appoint auditors from the conclusion of this meeting till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

On behalf of the Board of Directors

Place : Mumbai ADITYA MANGALDAS Dated : 30th May 2011 Chairman & Managing Director

Mar 31, 2010

The Directors present their 97th Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31s March, 2009 and the report of the auditors thereon.

2009-2010 2008-2009 Rupees Rupees

Gross Profit/Loss for the year 3,76,50,436 (1,82,07,061) before depreciation

Add/Less:Provision for depreciation 6,77.413 8,87,764

Add/Less: Provision for taxation 2175000 9,65,000

Provision for Fringe Benefit Tax - 2,23,300

Income Tax of previous year - 77,460

21,75,000 12,65,760

Profit/Loss 3,47,98,023 (2,03,60,585)

Add: Balance brought down from 13,60,03,089 16,21,29,188 the previous year

Balance available for appropriation 17,08,01,112 14,17,68,603

Less: Transfer to General Reserve 37,00,000 --

16,71,01,112 14,17,68,603

Less: Proposed Dividend on Equity shares 49,28,000 49,28,000 Tax on Proposed Dividend 8,37,514 8,37,514

Balance to be carried forward 16,13,35,598 13,60,03,089

As reported last year an amount of Rs. 2.45 crores being difference between amount settled and amount receivable, have been written off in Profit and Loss Account as bad debts.

Your Company has recorded a turnover of Rs. 237.21 lacs by trading in textiles in the local market as against Rs. 70.75 lacs in the previous year.

Your Director have decided to enter into business of Real Estate. It was decided to form a separate company for this activity and this activity of Real Estate development is being carried out through a wholly owned subsidiary, Victoria Land Pvt. Ltd.

In accordance with the provisions of Companies Act, 1956 and the Companys Articles of Association, Shri V. C. Vaidya retire by rotation and is eligible for re-appointment.

The statement giving particulars under the Companies (Particulars of Employees) Rules, 1975, required to be included in the Directors Report is not appended, as the same is not applicable.

As required by the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy are given in the prescribed form as Annexure 1 to this Report. As there was no manufacturing activity during the year, the information of conservation of energy and technology absorption is not applicable.

As per requirement of S.E.B.I. (Substantial Acquisition of Shares and Takeovers) Regulations 1997 constituents of Group as defined under MRTP Act 1969 is shown seperately asAnnexure2.

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that :-

(i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

(ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2010 and of the profits of the Company for the year ended 31 st March 2010;

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

(iv)They had prepared the Annual Accounts on a going concern basis.

No Public Deposits were outstanding with the Company as at the end of 31.3.2010 as all the deposits have been repaid.

You are requested to appoint auditors from the conclusion of this meeting till the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

On behalf of the Board of Directors

Place : Mumbai ADITYA MANGALDAS

Dated : 26th May 2010 Chairman & Managing Director

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