AVTIL Enterprise Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 33rd Annual Report and Audited Financial Statements on the business and operations of your Company for the year ended March 31, 2015. Your Company has achieved yet another year of satisfactory performance in turnover and profitability.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW ARE SUMMARIZED BELOW:

Year ended Year ended 31st March, 2015 31st March, 2014 (Rs. in Lacs) ( Rs.in Lacs)

INCOME

Turnover / Gross Income 195.23 189.49

EXPENDITURE

Purchases -- 9.61

Changes in Inventories of Finished Goods 0.99 (9.51)

Employee Costs 0.76 1.21

Finance Charges 2.01 11.78

Depreciation 8.38 8.74

Other Expenses 16.42 4.62



Profit / ( Loss ) Before Tax 166.67 163.04

Less: Provision for Taxation

Current Year Tax 34.01 33.60

Deferred Tax Liability (1.15) (1.13)

Profit / ( Loss ) After Tax 133.80 130.57

Add: Balance brought forward from previous year1325.36 1194.79

Profit / ( Loss) available for appropriation 1459.16 1325.36

Appropriation:

Less : Transfer to General Reserve -- --

Prior Period Expenses -- --

Interim Dividend -- --

Proposed Dividend -- --

Tax on Dividend -- --

Balance carried to Balance Sheet 1459.16 1325.36

PERFORMANCE OF YOUR COMPANY

The financial highlights reflects a marginal higher turnover in the financial year under review. The turnover of your Company for the financial year under review is Rs. 195.23 Lacs, as against Rs. 189.49 Lacs in the previous year, which is a result of a good performance of the Company. Net Profit after Tax stood at Rs. 133.80 Lacs as against Rs. 130.57 Lacs in the previous financial year.

DIVIDEND:

Your Directors regret that the Board could not recommended any dividend for the year ended March 31, 2015 in view of the cash requirement for establishing the Company in its growth plan and challenging times.

TRANSFER TO RESERVE

Your Company proposes to retain Rs. 133.80 Lacs in the Profit & Loss Account (Surplus).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amit A. Bhagat (DIN: 02559273), resigned from the post of Independent Director of your Company w.e.f. February 12, 2015. Your Board of Directors appreciated assistance and guidance provided by him during his tenure as Director.

The Board of Directors of your Company appointed Mr. Amit Shankerbhai Patel as an Additional Non-Executive Independent Director w.e.f. February 12, 2015 to hold the office till ensuing Annual General Meeting in accordance to provisions of the Companies Act, 2013.

The Board of Directors of your Company has appointed Ms. Dharmistha J. Darji as an Additional Non-Executive Director w.e.f March 20, 2015 to hold the office till the ensuing Annual General Meeting in accordance to provisions of the Companies Act, 2013. Further, your Board of Directors has also appointed Ms. Dharmistha J. Darji as Company Secretary & Compliance Officer of the Company w.e.f. March 20, 2015 pursuant to Section 203 of the Companies Act, 2013 for complying with the requirements of Securities Laws and Listing Agreements with Stock Exchanges.

Subsequently, your Board of Directors vide Circular Resolution dated March 30, 2015 re- designated Ms. Dharmistha J. Darji from Additional Non-Executive Director to Additional Executive Director to hold the office till the ensuing Annual General Meeting in accordance to provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, which came into force from April 1, 2014, Mr. Amit M. Brahmbhatt (DIN: 05276051) was appointed as Independent Director at the Annual General Meeting of the Company held on September 25, 2014. The terms and conditions of appointment of Independent Director are as per Schedule IV of the Act. The Company has received declaration from the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and 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 Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

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

The Company's Policy relating to appointment of Directors, payment of Managerial

remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure B" and is attached to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013;

i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31st March, 2015 and Profit or Loss for the year ended as on that date;

iii. 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 preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the Annual Accounts on a going concern basis;

v. The directors, in the case of a listed company, 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 directos had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has in place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

The Company has entrusted the internal & operational audit to M/s. Dixit Dattatray & Associates, FRN - 102665W a reputed firm of Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisal risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

The Company provide a workplace environment that is safe, hygienic, humane, and which upholds the dignity of the employees. The Company creates systems and practices to ensure a harassment free workplace, where employees feel safe and secure in discharging their responsibilities.

They are 1 persons employed with your company.

CAUTIONARY STATEMENT

Statements made in this report in describing the Company's objectives, projections, estimates,

expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed in the statement or implied due to the influence of external and internal factors, which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance is applicable to your Company from 31st March 2015. Your Company shall comply with the requirements of Clause 49 within six months from the date, on which the provisions became applicable to the Company i.e. within six months from 31st March, 2015.

OPEN OFFER

Open offer for acquisition of 1,04,000 (One Lac Four Thousand) fully paid up equity shares of Rs. 10/- each from the shareholders of Arun Varun Trade and Investment Limited ("AVTIL") by Mr. Gautam Bhandari and Mr. Jayantilal Bhandari (hereinafter refer to as "Acquirers") constituting 26.00% of the Issued, Subscribed, Paid - up Equity Share Capital having Voting Rights of the Target Company, pursuant to and in compliance with regulations 3(1) & 4 of the Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations 2011, as amended ("SEBI (SAST) Regulations").

Tentatively date of opening of the offer is Monday, October 19, 2015 & Date of closing of the offer is Monday, November 02, 2015 which is subject to change as per SEBI comments on open offer.

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

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable

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

Particulars of investments made by your Company are provided in the Audited financial statement. (Please refer to Note 8 to the Audited Financial Statement).

Further, there were no loans given, guarantees and Securities provided by your Company under Section 186 of the Companies Act, 2013 during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

AUDITORS AND AUDITORS REPORT

M/s. Ramanand Aiyar & Co., Chartered Accountants (FRN: 000990N) have expressed their unwillingness to continue as Statutory Auditors of the Company and do not offer themselves for re-appointment.

M/s. BDMV & Co., Chartered Accountants (Firm Registration Number: 101256W) being eligible, have consented to act as Statutory Auditors of the Company to hold the office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting (subject to the approval of the members at the ensuing Annual General Meeting and ratification at every Annual General Meeting held thereafter).

The notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DMP & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C.

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

In regards to observations made on business activities of your Company, we hereby state that as per our view, the business activities of your Company does not falls under the definition of Non- Banking Finance Company as per provisions of Reserve Bank of India Act, 1934 and further, the management have obtained a legal opinion from an expert to further support our view.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 (3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure A" and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors of your Company met 6 (six) during the financial year under review. The details of the same are under mentioned:

Date of Meeting Board Strength No. of Directors Present

30/05/2014 4 3

13/08/2014 4 3

27/08/2014 4 3

13/11/2014 4 3

08/12/2014 4 3

12/02/2015 4 4

20/03/2015 5 4

Further, your Board of Directors passed a Circular Resolution dated March 30, 2015 for re- designation of Ms. Dharmistha J. Darji as Additional Executive Director from Additional Non- Executive Director.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on March 20, 2015 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF BOARD

Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were constituted.

Details of various committees constituted by the Board of Directors as per the provision of the Companies Act, 2013 within six month form March 31, 2015.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture or Associate Company within the meaning of the Companies Act, 2013 as on March 31, 2015

RISK MANAGEMENT

Your Board of Directors emphasis to oversee that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management arrangement in place capable of addressing those risks. Further, the Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

(A) Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: i.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2014-15:

Name of Director & KMP Ratio of Remuneration of % increase in each Director/to median remuneration in remuneration of Employeesthe financial year

Executive Directors

Mr. Gautam R. Bhandari Nil Nil

Ms. Dharmistha J. Darji1 Nil Nil

Non-Executive Directors

Mr. Amit Shankerbhai Nil Nil Patel 2

Mr. Ameet Muljibhai Nil Nil Brahmbhatt

Key Managerial Personnel

Mr. Jayantilal R. ) Nil Nil Bhandari(MD

Mr. Gautam R. Bhandari Nil Nil (CFO)

Ms. Dharmistha J. Darji 11000/5000 = 2.2 Nil (CS)3

1 Ms. Dharmistha J. Darji appointed as Additional Director w.e.f. 20th March, 2015.

2 Mr. Amit Shankerbhai Patel appointed as an Independent Non-Executive Director w.e.f. 12th February, 2015.

3 Appointed as Company Secretary w.e.f. 20th March, 2015.

ii. The median remuneration of employees of the Company during the financial year was Rs. 5000.

iii. The percentage increase in the median remuneration of employees in the financial year: Nil

iv. The number of permanent employees on the rolls of Company: 1 (one) as on 31st March, 2015.

v. The explanation on the relationship between average increase in remuneration and Company performance: Nil

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

The total remuneration of key managerial personnel is Rs. 6800 in 2014-15 whereas during the year under review, the Company registered a profit after tax of Rs. 133.80 lacs as compared to profit after tax of Rs. 130.57 lacs in the previous year.

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st March, 2015 31st March, 2014 % Change

Market Capitalization 2520000 2520000 0 (in Rs.)

Price Earning Ratio 0.19 0.19 0

viii. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Market Price of Company's share as on 31st March, 2015 was Rs. 6.30/- on BSE.

The Company has not made any public offer in the recent past and accordingly, comparison of Public Offer Price and the current market price of the Company's shares are not relevant.

ix. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was Nil.

x. The key parameters for any variable component of remuneration availed by the Directors: Nil

xi. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: N.A.

xii. Affirmation that the remuneration is as per the Remuneration Policy of the Company (Annexure B)

It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

(B) The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead. The Directors also wish to thank all the employees for their contribution, high degree of commitment, support and continued co-operation throughout the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai. Date: 02 nd September, 2015

Jayantilal R. Bhandari Gautam R. Bhandari Chairman & Managing Director CFO & Director DIN :01897297 DIN:00427678

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report and Audited Statement of Accounts on the business and operations of your Company and for the year ended 31st March, 2014.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW ARE SUMMARIZED BELOW:

Year ended Year ended 31st March, 2014 31st March, 2013 (Rs. in Lacs) (Rs. in Lacs)

INCOME

Turnover/Gross Income 189.49 238.23

EXPENDITURE

Purchases 9.61 -

Changes in Inventories (9.51) 0.60

Finance Charges 11.78 22.23

Employee Costs 1.21 0.96

Depreciation 8.74 6.10

Other Expenses 4.62 4.98

Profit/(Loss) Before Tax

Less: Provision for Taxation

Current Year Tax 33.60 41.10

Deferred Tax (1.13) (0.04)

Profit/(Loss) After Tax 130.57 162.29

OPERATIONAL REVIEW

The financial highlights reflect a lower turnover in the financial year 2013-14, however your Company indicates balanced performance. The turnover of your Company for the year under review is Rs. 189.49 Lacs, as against Rs. 238.23 Lacs in the previous year, which is a result of a Slowdown in Indian economy. Your Directors are optimistic to improve the growth rate in turnover in the coming financial year. Net Profit After Tax stood at Rs. 143.72 Lacs as against Rs. 372.50 Lacs in the previous financial year.

INTERNAL CONTROLS AND SYSTEMS

The Company has in place a proper and adequate system of internal control and the same is being reviewed commensurate with its size and nature of operations.

CAUTIONARY STATEMENT:

Statements made in this report in describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed in the statement or implied due to the influence of external and internal factors, which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.

DIVIDEND:

In order to conserve the resources for expansion of business, your Directors do not recommended any Dividend for the financial year under review.

DIRECTORS:

The Board of Directors has, subject to the approval of shareholders, appointed Mr. Jayantilal R. Bhandari as the Managing Director for a period of five years, with effect from 1st April, 2014.

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

None of the Company''s Directors are disqualified from being appointed as a Director as specified in Section 274(1) (g) of the Companies Act, 1956 and Section 164 of the Companies Act, 2013.

CHIEF FINANCIAL OFFICER (CFO)

The Board of Directors appointed Mr. Gautam R. Bhandari as Chief Financial Officer (CFO) pursuant to Section 203 of the Companies Act, 2013 for a period of five years, with effect from 1st April, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956;

i. In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed.

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31st March, 2014 and Profit or Loss for the year ended as on that date.

iii. 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 preventing and detecting fraud and other irregularities.

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

COMMITTEES OF THE BOARD Of DIRECTORS

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. All business transacted by the Board Committees are placed before the Board for noting.

The Board has established the following Committees with effect from 30th May, 2014:

1) Audit Committee.

2) Stakeholders Relationship Committee.

3) Nomination and Remuneration Committee.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

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

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

RE-APPOINTMENT OF AUDITORS:

M/s. S. Ramanand Aiyar & Co., Chartered Accountants (Firm Registration Number: 000990N), retire at the ensuing Annual General Meeting.

The Board has proposed that M/s. S. Ramanand Aiyar & Co., Chartered Accountants (Firm Registration Number: 000990N), be re-appointed as the Statutory Auditors of the Company and to hold office till the conclusion of next Annual General Meeting of the Company. M/s. S. Ramanand Aiyar & Co. has confirmed that their re-appointment, if made, would be within the prescribed limits under the provisions of Companies Act, 2013. Your Directors recommend the appointment of M/s. S. Ramanand Aiyar & Co., Chartered Accountants (Firm Registration Number: 000990N), as the Company''s Statutory Auditors including that of the Branch.

AUDITOR''S REPORT:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers, Investors, BSE Ltd., National Securities Depository Ltd., Central Depository Services (India) Ltd., and R & T Agent during the year under review and are confident that your Company will continue to receive such support in the years ahead.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MANAGING DIRECTOR CFO & DIRECTOR JAYANTILAL R. BHANDARI GAUTAM R. BHANDARI DIN:01897297 DIN:00427678

Place: Mumbai. Date: 27th August, 2014.

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Mar 31, 2013

To Members of ARUN VARUN TRADE AND INVESTMENT LIMITED

The Directors have pleasure in presenting the Thirty First Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW ARE SUMMARISED BELOW:

Year Ended Year Ended 31st March, 31st March, 2012 2013 (Rs. in Lacs) (Rs. in Lacs)

INCOME :

Turnover / Gross Income 238.23 234.04

EXPENDITURE : Purchases

Changes in Inventories 0.60 2.41

Finance Charges 22.23 20.48

Employee Costs 096 0.72

Other Expenses 4.98 18.62

Depreciation 6.10

Profit / (Loss) Before Tax 203.35 191.82

Less: Provision for Taxation

Current Year Tax 41.10 38.53

Deferred Tax (0.04)

Excess / Short Tax Provision W/off / W/back. 1.31

Profit / (Loss) After Tax 162.29 151.97

OPERATIONAL REVIEW:

During the year ended as on 31st March, 2013 the Company has recorded total income of Rs. 238.23 lacs, total expenses of Rs. 34.87 lacs and Profit Before Tax (PBT) of Rs. 203.35 lacs as compare to total income of Rs. 234.04 lacs, total expenses of Rs. 42.23 lacs and PBT of Rs. 191.82 lacs of the preceding financial year. The marginal increase in the income and marginal decrease in the expenses has resulted in increase in net profit which is quite satisfactory.

DIVIDEND:

In order to conserve the resources for expansion of business, your Directors do not recommended any Dividend for the financial year under review.

DIRECTORS:

In accordance with the Companies Act, 1956 and the Company''s Articles of Association, Shri Jayantilal R. Bhandari retires by rotation and being eligible, offers himself for re-appointment.

None of the Company''s Directors is disqualified from being appointed as a Director as specified in Section 274(1 )(g) of the Companies Act, 1956.

PUBLiC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 1975, as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under Section 217(2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 with regard to Conservation of Energy & Technology absorption is not required to be given, as the same is not applicable to the Company.

Foreign Exchange Earning NIL

Foreign Exchange Outgo NIL

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956;

(i) In the preparation of the Annual Accounts of the Company, the applicable Accounting Standards had been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31st March, 2013 and Profit or Loss for the year ended as on that date.

(iii) 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 preventing and detecting fraud and other irregularities;

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

RE-APPOINTMENT OF AUDITORS:

The Board has proposed that M/s. S. Ramanand Aiyar & Co, Chartered Accountants be re-appointed as the Statutory Auditors of the Company and to hold office till the conclusion of next Annual General Meeting of the Company. A certificate from M/s. S. Ramanand Aiyar & Co, has been received stating their eligibility u/s 224(1 B) of the Companies Act, 1956 and offer themselves for re-appointment. Your Directors recommend the appointment of M/s. S. Ramanand Aiyar & Co, Chartered Accountants, as the Company''s Auditors including that of the Branch.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Bankers, Distributors, Customers and Investors during the year under review and are confident that your Company will continue to receive such support in the years ahead.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(IRMAN Bhandari)

Place: Mumbai.

Date: 30th May, 2013

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Mar 31, 2012

To The Members of ARUN VARUN TRADE AND INVESTMENT LIMITED

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT on the business and operations of your Company and the Audited Statement of Accounts for the Year Ended 31st March' 2012.

FINANCIAL RESULTS:

THE FINANCIAL RESULTS OF THE COMPANY FOR THE YEAR UNDER REVIEW ARE SUMMARISED BELOW:

Year Ended Year Ended 31st March' 2012 31st March' 2011 (Rs In lacs) (Rs. In lacs) INCOME:

Turnover / Gross Income 234'04 241.87

"expenditure :

Purchases Changes in Inventories 2.41 0.05

Finance Charges 20.48 20'48

Employee Costs 0.72

Other Expenses 18'62 0'83

Depreciation

Profit / ( Loss ) Before Tax 191.82 220.51

Less: Provision for Taxation

Current Year Tax 38.53 42.85

Excess / Short Tax Provision

Profit / (Loss J After Tax 51.97 177'67

OPERATIONAL REVIEW:

During the year ended as on 31st March' 2012 the company has recorded Total income of Rs.234.04 lacs' Total expenses of Rs.42.22 lacs and Profit Before Deprecation and Tax (PBDT) of Rs. 191.82 lacs as compare to totai income of Rs'24t.S6 lacs' total expenses of Rs.21.35 lacs and PBDT of Rs.220.51 lacs of the preceding financial year. The marginal fall in the income has resulted in fall in net profit. Also the expenses have gone up by Rs.20.87 lacs due to one-time expenses on revocation of suspension of trading in shares of the Company in Bombay Stock Exchange.

DIVIDEND:

In order to conserve the resources for expansion of business' your Directors do not recommended any Dividend for the year under review.

DIRECTORS:

To appoint a Director in pface of Mr' Gautam R. Bhandari' who retires by rotation' and being eligible' offers himself for re-appointment.

Mr. Amit Ashokbhai Bhagat and Mr. Ameet Muljibhai Brahmbhatt were appointed as an

Additional Director of the Company with effect from 10th May' 2012. He hotds the office up to the date of this Annual General Meeting' He does wish to seek appointment as Director of the company.

Mr. Shailesh Agrawal ceased to be the Director of the Company with effect from 10th May' 2012 upon resignation. The Board of Directors sincerely appreciates the contribution of Mr. Shailesh Agrawal as the Director of the Company.

None of the Company's directors is disqualified from being appointed as a director as specified in Section 274(l)(g) of the Companies Act' 1956.

PUBLIC DEPOSIT:

Your Company has neither invited nor accepted/renewed any "Deposit" from public within the meaning of the term "Deposits" under the Companies (Acceptance of Deposits) Rules 1975' as amended from time to time.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits' specified under Section 2i7(2A) of the Companies Act' 1956' whether employed for the whole year or part thereof.

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

The information required under Section 217 (l)(e) of the Companies Act' 1956 read with the Companies {Disclosure of particulars in the report of the Board of Directors) Rules' 1988 with regard to Conservation of Energy & Technology absorption is not required to be given' as the same is not applicable to the Company'

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act' 1956' the Directors affirm that;

(1) In the preparation of the Annual Accounts of the Company' the applicable Accounting Standards had been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 3I*1 March' 2012 and Profit or Loss for the year ended as on that date'

(iii) 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 preventing and detecting fraud and other irregularities;

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

RE-APPOINTMENT OF AUDITORS:

The retiring Auditors M/s. S. Ramanand Aiyar & Co' Chartered Accountants retire and being eligible u/s 224(16) of the Companies Act' 1956' offer themselves for re-appointment. The Directors recommend the appointment of M/s. S. Ramanand Aiyar & Co' Chartered

Accountants' as the Company's Auditors including that of the Branch.

APPRECIATION:

Your Directors acknowledge wsth gratitude the co-operation and assistance given by the Bankers' Distributors' Customers and Investors during the year under review and are confident that your Company will continue to receive such support in the years ahead.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Jp AIRHAN

Place: Mumbai. Sd/-

Date: 08th August' 2012 ;

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Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the 29 Directors Report of your Company together with the Audited Statements of Accounts for the year ended 31 March 2011.

FINANCIAL RESULTS

financial Results For the year For the year ended 31st March ended 31st March 2011 2010

Total Income 2,41,86.354 2,19,48,952

Net Profit before tax 2,20,51,148 1,93,45,931

Add (Less): Provision for Taxation 42,84,580 33,68,460

Add (Less): Deferred Tax NIL NIL

Net Profit after tax 1,77,66,568 1,58,79,088

Add: Brought forward from last year 7,02,86,310 5,44,07,222

Profit available for appropriation 8,80,52,877 7,02,86,310

OPERATIONS & RESULTS

During the year the company have recorded total income of Rs 2,41,86,354/- and PBDIT of Rs 2,20,51,148/-.The shares and securities business have seen most profitable amid high volatility. The management is of the opinion to make strategic investments in real estate projects as well as direct financing and to avoid roller coaster rides of shares and securities business for time being.

DIVIDEND

The Board of Directors do not recommend any payment of dividend in order to plough back profits for future expansion.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Mr Jayantiiul Bhandari retires by rotation and being eligible for reappointment offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 217(2AA) of the Companies Act, 19S6, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c. they have 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 for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, W5G, the Directors hereby inform that there are no such employees drawing remuneration in excess of the limits prescribed under the said Section.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As the Company is a Service Company, consumption of energy is only for office and administrations purposes. The Company is not engaged in business of any kind of manufacturing activities. Therefore information required to be given pursuant to section 217 (l)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules. 1988. does not apply to the company.

FOREIGN EXCHANGE EARNING AND OUTGO

There is no Foreign Exchange Earning or outflow.

COMPLIANCE OF SEBI:

The equity shares of your company are presently listed at Mumbai, but suspended from trading for non compliance of provisions of listing agreement. The Board of Directors have already initiated appointed professionals to prepare & compile the various requirements of Listing agreement as per BSE letter. The same will be completed very shortly.

AUDITORS

M/s. S. Ramanand Aiyur & Co.. Chartered Account limits. statutory auditors Of" the company will retire at the ensuring Annual General Meeting and are eligible for appointment. You are requested to appoint auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for their clients, banks and other financial institutions and shareholders for their continued support. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of the Company

FOR AND ON BEHALF OF THE BOARD :

FOR ARUN VARUN TRADE & INVESTMENT LIMITED

DIRECTOR

PLACE: MUMBAI. GAUTAM BHANDARI

DATE : 10.08.2011. Director

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Mar 31, 2010

The Directors have pleasure in presenting the 28th Directors Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Financial Results For the year For the year Ended 31st Ended 31st March 2010 March 2009

Total Income 2,19,48,952 1,54,41,694

Net Profit before tax 1,93,45,931 1.53.29.296

Add(Less):Provision for Taxation 33,68,460 17,36,800

Add(Less):Deferred Tax Nil Nil

Net Profit after tax 1,58,79,088 1,35,92,141

Add: Brought forward from last year 5,44,07,222 4,08,15,081

Profit available for appropriation 7,02,86,310 5,44,07,223

OPERATIONS & RESULTS

During the year the company have recorded total income of Rs 2,19,48,952/- and PBDIT of Rs 1,93,45,931/-. The shares and securities business have seen most profitable amid high volatility. The management is of the opinion to make strategic investment in real estate projects as well as direct financing and to avoid roller coaster rides of shares and securities business for time being.

DIVIDEND

The Board of Directors do not recommend any payment of dividend in order to plough back profits for future expansion.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from, the public during the year.

DIRECTORS

Mr .Jayantilal Bhandari retires by rotation and being eligible for reappointment offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provision of section 217(2AA) of the Companies Act, 1956,the Directors of your Company confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; c. They have 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 for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis. PARTICULARS OF EMPLOYEES

Pursuant to section 217(2A) of the companies Act, 1956,the Directors hereby inform that there are no such employees drawing remuneration in excess of the limits prescribed under the said section.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As the Company is a Service Company consumption. of energy is only for office and administrations purposes. The Company is not engaged in business of any kind of manufacturing activities. Therefore information required to be given pursuant to section 217 (l)(e) of the companies Act,1956, read with companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, does not apply to the company.

AUDITORS

M/s.S. Ramananad Aiyar & Co., Chartered Accountants. Statutory Auditors of the Company will retire at the ensuing Annual general Meeting and are eligible for reappointment. You are requested to reappoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for their clients, banks and other financial institutions and shareholders for their continued support. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of the company.

FOR AND ON BEHALF OF THE BOARD

FOR ARUN VARUN TRADE & INVESTMENT LIMITED

SD/-

GAUTAM BHANDARI

PLACE: MUMBAI. Director

DATE : 06/09/2010

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Mar 31, 2009

The Directors have pleasure in presenting the 27th Directors Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

Financial Results For the year For the year ended ended 31st March 2009 31st March 2008

Total Income 1,54,41,694 1,58,44,293

Net Profit before tax 1,53,29,296 1,27,45,686

Add (Less) : Provision for Taxation 17,36,800 13,12,806

Add (Less) : Deferred Tax NIL NIL

Net Profit after tax 1,35,92,141 1,14,32,880

Add.: Brought forward from last year 4,08,15,081 2,93,82,201

Profit available for appropriation 5,44,07,223 4,08,15,081

OPERATIONS & RESULTS

During the year the company have recorded total income of Rs 1,54,41,694/- and PBDIT of Rs 1,53,29,296/-.The shares and securities business have seen most profitable amid high volatility. The management is of the opinion to make strategic investments in real estate projects as well as direct financing and to avoid roller coaster rides of shares and securities business for time being.

DIVIDEND

The Board of Directors do not recommend any payment of dividend in order to plough back profits for future expansion.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Mr Jayantiial Bhandari retires by rotation and being eligible for reappointment offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

c. they have 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 for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors hereby inform that there are no such employees drawing remuneration in excess of the limits prescribed under the said Section.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As the Company is a Service Company, consumption of energy is only for office and administrations purposes. The Company is not engaged in business of any kind of manufacturing activities. Therefore information required to be given pursuant to section 217 (l)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, does not apply to the company.

FOREIGN EXCHANGE EARNING AND OUTGO

There is no Foreign Exchange Earning or outflow. COMPLIANCE OF SEB1:

The equity shares of your company are presently listed at Mumbai, but suspended from trading for non compliance of provisions of listing agreement. The Board of Directors have already initiated appointed professionals to prepare & compile the various requirements of Listing agreement as per BSE letter. The same will be completed very shortly.

AUDITORS:

M/s. Bharat Vyas & Asssociates, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing Annual general Meeting and are eligible for reappointment. You are requested to reappoint Auditors and to .fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for their clients, banks and other financial institutions and shareholders for their continued support. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of the Company.

FOR AND ON BEHALF OF THE BOARD FOR ARUN VARUN TRADE & INVESTMENT LIMITED

SD/-

CHAIRMAN PLACE :MUMBAI GAUTAM BHANDARI

DATE: 04/08/2009