Directors Report of Baroda Rayon Corporation Ltd.

Mar 31, 2025

Your Directors are pleased to present the 65^th Annual Report and the Audited Statement of Accounts for the
year ended March 31,2025. The Financial results are shown as below.

Financial Results

Particulars	March 31, 2025	March 31, 2024
Income from Sales	9960.00	7683.20
Other Income	313.25	893.78
Total Income	10273.65	8576.98
Less: Expenditure	7249.65	6753.55
Profit/(Loss) before interest, depreciation and tax	3023.60	1823.43
Less : Depreciation	23.07	5.97
Interest	97.98	269.28
Earlier year tax	NIL	NIL
Profit/(Loss) before exceptional/extraordinary item	2902.55	1548.17
Exceptional/Extraordinary Item	(1132.47)	(1874.04)
Profit/(Loss) after Taxes	4035.02	3422.21
Other comprehensive income	NIL	NIL
Total comprehensive income	4035.02	3422.21

Review of Operations

Your company is currently operating in Real Estate Segment. A summary of ongoing projects as on March 31,
2025 has been detailed in the Management Discussion and Analysis Report which forms part of the Annual
Report.

Your company''s revenue income is ? 9960.00 lakhs as compared to ? 7683.20 lakhs of previous year
representing increase of 29.63% (YoY). Other income of ? 313.25 lakhs consist of sale of impaired assets &
Interest on Fixed deposits, interest on income tax refund, excise refund and dividend. Net profit for the year is
?4035.02 lakhs as against profit of ?3422.21 lakhs in the previous year representing increase of 17.91% (YoY).

Dividend

The Board of Directors of your company, have not proposed any dividend to be paid for the F.Y. 2024-25.
Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year
under review.

Share Capital

As at March 31, 2025, and as at the date of this report, the authorized share capital of the company is
? 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided into 13,00,00,000 eq. shares of 10/-
each and 2,00,00,000 preference shares of ?10/- each. The paid up capital of the company is ? 22,91,13,590/-
(Rupees Twenty-Two Crores Ninety-One Lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into
2,29,11,359 eq. shares of ? 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted
stock options nor sweat equity.

Change in nature of business

During the year under review, there is no change in the nature of business of the company.

Material changes and commitment 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

Your company has entered a Loan Agreement dated May 26, 2025 to avail term loan facility from State Bank
of India amounting to ? 100 Crore (Rupees One Hundred Crore Only) for business purposes.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its
responsibility Statement: —

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

c) the Directors 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 and for preventing and
detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively except the one stated in audit report; and

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Public Deposits

During the financial year 2024-25, your Company has neither accepted nor renewed any fixed deposits within
the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

As on March 31, 2025 your company has 6(Six) Directors, which includes 2(Two) Executive Directors, 1(One)
Non-Executive Director & 3(Three) Independent Directors.

Mr. Damodarbhai Patel, Chairman and Managing Director (DIN: 00056513), liable to retire by rotation was
reappointed as director in the 64^th Annual General Meeting held on September 28, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Vidhya
Bhavani (DIN: 07159576), Non-executive Director retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for
the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mrs.
Vidhya Bhavani has been given in the Notice convening the Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on
August 14, 2024 has appointed Mr. Chimanlal Nagjibhai Patel (DIN: 00075944), Mr. Zaverilal Mavjibhai
Ramani (DIN: 10729483) and Mr. Rameshbhai Valjibhai Patel (DIN: 02695200) as Additional Directors (Non¬
Executive, Independent) for the period of 5 years w.e.f. August 14, 2024 not liable to retire by rotation, who
were regularized as Non-Executive Independent Directors at the Annual General Meeting held on September
28, 2024.

Mr. Bhavanji Patel (DIN: 01690183), Mr. Bhaveshbhai Patel (DIN: 03270321) and Mr. Jayantilal Patel (DIN:
05339476), Non-Executive Independent Directors of the company whose second term was completed and
ceased to be Independent Directors and Chairperson/Members of various committees of the company with
effect from the conclusion of the 64^th Annual General Meeting of the company.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies
Act, 2013 are as follows:

(i) Mr. Damodarbhai Patel - Chairman & Managing Director

(ii) Mr. Viral Bhavani - Whole Time Director

(iii) Mr. Jugal Kishore Jakhotia - Chief Financial Officer

(iv) Mr. Kunjal Desai - Company Secretary

Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The details of this policy may be accessed from
company''s website at http://brcl.in/UploadedFile/Policies/13052023123930590.pdf

Independent Directors’ Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the
Corporate Governance Report.

Familiarization Program to Independent Directors

As per Regulation 25 (7) of the Listing Regulations, Familiarization Program has been carried out by the
Company for the Independent Directors details of which has been posted on Company''s website

http://brcl.in/FamiliarizationProgram.aspx
Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and
Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance
requirements as prescribed by the SEBI Regulations. The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of Committees, effectiveness of Committee
meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual
Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of
his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of
the Board as a whole and performance of the Chairman was evaluated, taking into account the views of
Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed
the meeting of the Independent Directors, at which the performance of the Board, its Committees and
Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the
entire board, excluding the Independent Director being evaluated.

Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the
Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the
Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Committees of the Board

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee (w.e.f. May 30, 2024)

Details of all the Committees along with their charters, composition and meetings held during the year, are
provided in the “Report on Corporate Governance”, a part of this Annual Report.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together
with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects
material to your Company''s strategy and its ability to create and sustain value to your Company''s key
stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and
other material changes with respect to your Company forms an integral part of this Report.

Auditors:

A. Statutory Auditors and Report

M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W), were reappointed as
Statutory Auditors of the company for second term of 5 (five) years in the 63^rd AGM of the company till the
conclusion of 68^th AGM of the company.

M/s. Kansariwala & Chevli, Chartered Accountants, have confirmed their eligibility to continue as the Statutory
Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as
required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by M/s. Kansariwala & Chevli, Chartered Accountants, on the financial statements of the
Company for the financial year 2024-25 is part of the Annual Report and there is no qualification, reservation,
adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not
reported any fraud in terms of the second proviso to Section 143(12) of the Act.

B. Secretarial Auditor and Report

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit
Committee, appointed Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360) (PRCN: 929/2020)
(ICSI Unique Code I2010GJ763400), as Secretarial Auditor to conduct Secretarial Audit for the financial year
2024-25. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended March
31, 2025, is annexed to this Report as “Annexure A” and forms part of this Report.

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management

\/ie»\A/ nn it arp ac nnrl^r

Sr. No.	Secretarial Auditors'' Qualification, Reservation or adverse remarks	Management Remark
1	The Company has not complied with Reg. 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by Non holding of equity shares of promoters/promoters'' group in dematerialized form.	Acquisition of shares between new and old promoters as per SPA are pending due to demat procedures. For shares other than SPA, the promoters and promoter group of the Company are in process of getting their equity shares in demat form.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report of the
Company issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360),
Surat is uploaded on the website of the Company i.e.
http://brcl.in/UploadedFile/SecretarialCompliance/30052025160231086.pdf

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section
204 of the Companies Act, 2013, on the basis recommendation of the Board, the Company is required to
appoint Secretarial Auditor, with the approval of the Members at its Annual General Meeting.

In light of the aforesaid, the Board of the Company has recommended the appointment of Mr. Manish R. Patel,
Practicing Company Secretary (COP No. 9360) (PrCN: 929/2020), as the Secretarial Auditor of the Company
for a period of 5 (five) consecutive financial years, i.e. from FY 2025-26 up to FY 2029-30, subject to approval
of the Members at the ensuing Annual General Meeting of the Company to undertake secretarial audit as
required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the
aforesaid period on such terms and conditions including remuneration, as may be mutually agreed upon
between the Board of Directors of the Company and the Secretarial Auditor;

Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360) (PRCN: 929/2020), have confirmed that
his appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further,
the Secretarial Auditor has confirmed that he has subjected himself to Peer Review process by the Institute of
Company Secretaries of India (“ICSI”) and hold valid certificate issued by the Peer Review Board of ICSI.

C. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has
appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat as internal auditors of the
company for F.Y. 2024-25.

The Board has on recommendation of Audit Committee, appointed M/s. Patel & Associates, Chartered
Accountants, (FRN - 130005W), Surat, as internal auditor of the Company for the financial year 2025-26.

The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a
quarterly basis.

Related Party Transactions

During the financial year 2024-25, there were no transactions with related parties which qualify as material
transactions under the Listing Regulations and that the provisions of section 188 of the Companies act, 2013
are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The
details of this policy may be accessed from company''s website at
http://brcl.in/UploadedFile/Policies/23032023133037377.pdf

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A). Details of investments made by the Company as on March 31, 2025 (including investments made in the
previous years) (in equity shares):

Name of Company	Amount as at March 31, 2025
*ICICI Bank Ltd.	-
*Surat Jilla Sahakari Kharid Vechan Sangh Limited	-
Hindustan Oil Exploration Co. Ltd.	0.56
Advaita Trading Pvt. Ltd.	24.50
The Mehsana Urban Co-operative Bank Ltd.	5.00
Surat National Co-operative Bank Ltd.	25.01
The Sutex Co-operative Bank Ltd.	20.00
DSP Mutual Fund	1.38
Total	76.45

"Amount is negligible.

B) . There are no loans given by your Company in accordance with Section 186 of the Companies Act, 2013
read with the Rules issued thereunder.

C) . There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act,
2013 read with the Rules issued thereunder.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

i.	the steps taken or impact on conservation of energy;	The Company has continued its commitment to energy conservation throughout the year. Efforts to monitor and manage power consumption and running hours on a daily basis have been actively pursued. These measures have led to the optimal utilization of energy resources, contributing to improved efficiency and reduced energy expenditure.
ii.	the steps taken by the company for utilizing alternate sources of energy;	NIL
iii.	the capital investment on energy conservation equipment;	NIL

(B) Technology Absorption:

i.	the efforts made towards technology absorption;	The Company did not absorb any technology during the year.
ii.	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
iii.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
iv.	Expenditure incurred on Research and Development.	NIL

(C) Foreign Exchange Earnings and Outgo:

	March 31, 2025	March 31, 2024
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this
report.

Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1
and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of
Directors and General Meetings respectively, have been duly complied with.

Annual Return

In terms of provisions of Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on
March 31, 2025 is available on the website of the Company at the link

http://brcl.in/UploadedFile/Reports/19082025151902449.pdf

The annual return uploaded on the website is a draft in nature and the final annual return shall be uploaded on
the website of the Company once the same is filed with the Ministry of Corporate Affairs after the AGM.

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with
instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate
Governance Report and also posted on the website of the Company
http://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was received during the year.

Succession Planning

The Board members and the Senior Management Personnel are vital for creating a robust future for the
Company. The Company''s succession planning framework is well structured and lays down guiding principles
for forward-thinking and a future-ready Board. The Nomination and Remuneration Committee (NRC) plays an
important role in ensuring that the Company has a strong and diversified Board. To ensure orderly succession
planning, the NRC also considers tenure of Directors and the Senior Management Personnel, skill matrix,
diversity and statutory requirements etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, (“POSH ACT”) and rules framed thereunder, the Company has formulated and implemented a policy on
prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is
posted on the website of the company http://brcl.in/UploadedFile/Policies/14082018230416478.pdf

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of complaints pending as on end of the financial year	NIL
Number of complaints pending for more than ninety days	NIL

Disclosures as per Maternity Benefit Act, 1961

During the year under review, the Company did not have any women employees on its rolls. Accordingly, the
provisions of the Maternity Benefit Act, 1961 were not applicable.

Disclosure on Maintenance of Cost Audit

The company is required to maintain cost records as specified by central government under section 148(1) of
the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of
probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.

Listing on stock exchange

The Company''s shares are listed with the BSE Limited and the company has paid the Annual Listing Fees for
the year 2024-25.

Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (the Rules) are set out as “Annexure - B” to the Board''s Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to
Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are

being sent to the Members of the Company excluding the statement of particulars of employees under Rule
5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company.

Corporate Social Responsibility

Your company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The
brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this
Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at:
http://brcl.in/UploadedFile/Policies/14082024123704060.pdf

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in “Annexure C” of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the
FY 2024-25 have been utilized for the purpose and in the manner approved by the Board.

Details on internal financial control system and their adequacy

Your company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is well defined in the organization. The
Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and corrective actions
suggested are presented to the Audit Committee of the Board.

Significant / Material orders passed by the regulators

The Hon''ble Supreme Court of India has vide its order dated July 15, 2024 (Interlocutory Application in SLP)
granted permission to export the warehoused goods/machineries, which are the subject matter of the Special
Leave Petition (Civil), subject to the proceeds of the said export being deposited before the Registry of this
Court within a period of two weeks from the date of the receipt of the proceeds of the said export sale.

On such deposit being made, the Registry shall transmit the same in an interest bearing Fixed Deposit Account
in a nationalized bank offering highest rate of interest initially for a period of six months on auto-renewal basis.
The Interlocutory application stands disposed of.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, the Company has neither made any application nor any proceeding is pending
under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Valuation

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions.
Industrial Relations

During the year under review, the relations with the most valuable human resources of the company remained
cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services
rendered by the staff of the company.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your company has not issued any sweat equity shares.

c) Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgement and Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers,
Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers,
Shareholders, Employees and other who have reposed their confidence in the company during the period
under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By order of the Board of Directors
Damodarbhai B Patel

Place: Surat Chairman & Managing Director

Date: August 27, 2025 DIN:00056513

---

Mar 31, 2024

Your Directors are pleased to present the 64^thAnnual Report and the Audited Statement of Accounts for the year ended 31^st March, 2024. The Financial results are shown as below.

Financial Results

Particulars	31.03.2024	31.03.2023
Income from Sales	7683.20	5844.00
Other Income	893.78	2518.11
Total Income	8576.98	8362.11
Less: Expenditure	6753.55	(17911.57)
Profit/(Loss) before interest, depreciation and tax	1823.43	26273.68
Less : Depreciation	5.97	3.20
Interest	269.28	671.13
Earlier year tax	NIL	NIL
Profit/(Loss) before exceptional/extraordinary item	1548.17	25599.35
Exceptional/Extraordinary Item	(1874.04)	(1674.98)
Profit/(Loss) after Taxes	3422.21	27274.33
Other comprehensive income	NIL	NIL
Total comprehensive income	3422.21	27274.33

Review of Operations

Your company is currently operating in Real Estate Segment. A summary of ongoing projects as on March 31, 2024 has been detailed in the Management Discussion and Analysis Report which forms part of the Annual Report.

Your company''s revenue income is ? 7683.20 lakhs as compared to ? 5844.00 lakhs of previous year. Other income of ?893.78 lakhs consist of sale of impaired assets & Interest on Fixed deposits, interest on income tax refund and dividend. Net profit for the year is ? 3422.21lakhs as against profit of ? 27274.33 lakhs in the previous year.

Dividend

The Board of Directors of your company, have not proposed any dividend to be paid for the F.Y. 2023-24. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

Share Capital

As at March 31, 2024, and as at the date of this report, the authorized share capital of the company is ? 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided into 13,00,00,000 eq. shares of 10/-each and 2,00,00,000 preference shares o^10/- each. The paid up capital of the company is ? 22,91,13,590/-(Rupees Twenty Two Crores Ninety One lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into 2,29,11,359 eq. shares of ? 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Change in nature of business

During the year under review, there is no change in the nature of business of the company.

Material changes and commitment 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

The Hon''ble Supreme Court of India has vide its order dated 15^th July, 2024 (Interlocutory Application in SLP) granted permission to export the warehoused goods/machineries, which are the subject matter of the Special Leave Petition (Civil), subject to the proceeds of the said export being deposited before the Registry of this Court within a period of two weeks from the date of the receipt of the proceeds of the said export sale.

On such deposit being made, the Registry shall transmit the same in an interest bearing Fixed Deposit Account in a nationalised bank offering highest rate of interest initially for a period of six months on auto-renewal basis. The Interlocutory application stands disposed of.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c) the Directors 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 and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively except the one stated in audit report; and

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Public Deposits

During the financial year 2023-24, your Company has neither accepted nor renewed any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Directors and key managerial personnel

As on 31^st March, 2024 your company has 6(Six) Directors, which includes 2(Two) Executive Directors, 1(One) Non-Executive Director & 3(Three) Independent Directors.

Mr. Viral Bhavani, Whole Time Director (DIN-02597320), liable to retire by rotation was reappointed as director in the 63^rd AGM held on 28^th September, 2023.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.Damodarbhai Patel (DIN- 00056513), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Damodarbhai Patel has been given in the Notice convening the Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 14^th August, 2024 has appointed Mr. Chimanlal Nagjibhai Patel (DIN - 00075944), Mr. Zaverilal Mavjibhai Ramani (DIN -10729483) and Mr. Rameshbhai Valjibhai Patel (DIN - 02695200) as Additional Directors (NonExecutive, Independent) for the period of 5 years w.e.f. 14^th August, 2024 and shall not retire by rotation, subject to approval of the members in the forthcoming AGM.

Mr. Bhavanji Patel (DIN-01690183), Mr. Bhaveshbhai Patel (DIN-03270321) and Mr. Jayantilal Patel (DIN-05339476) Non Executive Independent Directors of the company whose second term shall be completed and will cease to be Independent Directors and Chairperson/Members of various committees of the company with effect from the conclusion of the 64^th Annual General Meeting of the company.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

(i) Mr. Damodarbhai Patel - Chairman & Managing Director

(ii) Mr. Viral Bhavani - Whole Time Director

(iii) Mr. Jugal Kishore Jakhotia - Chief Financial Officer

(iv) Mr. Kunjal Desai - Company Secretary

Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy may be accessed from company''s website at http://brcl.in/UploadedFile/Policies/13052023123930590.pdf

Independent Directors’ Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

Familiarization Program to Independent Directors

As per Regulation 25 (7) of the Listing Regulations, Familiarization Program has been carried out by the Company for the Independent Directors details of which has been posted on Company''s website http://brcl.in/FamiliarizationProgram.aspx

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Committees of the Board

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee (w.e.f 30^th May, 2024)

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company''s strategy and its ability to create and sustain value to your Company''s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company forms an integral part of this Report.

Auditors:

A. Statutory Auditors

M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W), were reappointed as Statutory Auditors of the company for second term of 5 (five) years in the 63^rd AGM of the company till the conclusion of 68^th AGM of the company.

The observations made by the Auditors and management''s view are as under. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

Audit Observations and management response for the Standalone Financial Statements for the Financial Year ended on 31.03.2024 -

Sr. No.	Audit Observation	Management Remark
1	Attention is drawn to Note 32(i) to the statement regarding non provision of interest on loan of ? 157,29,49,931/- of overdue debts availed under the Modified Draft Restructuring Scheme (MDRS) till March, 2024. These stipulated overdue debts were not settled due to legal hurdle. Now the Company is in process to create the security of overdue unsecured loans along with the secured loans, which shall rank pari passu, with existing debt if any, after the interest is finalized on negotiation with lenders. Since the interest is not ascertained it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.	Under the MDRS, the Company had availed the unsecured loans with immediate object to revive the Company. These stipulated overdue debts were not settled due to legal hurdle. The Company is in process of negotiation with lenders to finalise Interest amount. Since the interest is not ascertained, it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.

B. Secretarial Auditor

Mr. Manish Patel, Practicing Company Secretary, Surat was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2023-24 forms part of the Annual Report as “Annexure A” to the Board''s report. There are secretarial Audit qualifications for the year under review.

The Board has appointed Mr. Manish Patel, Practicing Company Secretary, as secretarial auditor of the Company for the financial year 2024-25.

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management

\/ip\a/ nn it arp aQ i inrlpr

Sr. No.	Secretarial Auditors’ Qualification, Reservation or adverse remarks	Management Remark
1	Reg. 31(2) of SEBI (LODR) Regulations, 2015 regarding non holding of equity shares of promoters and promoter group in dematerialized form.	Acquisition of shares between new and old promoters as per Share Purchase Agreement (SPA) are pending due to demat procedures. For shares other than SPA, the promoters and promoter group of the Company are in process of getting their equity shares in demat form.
2	Reg. 48 of SEBI (LODR) Regulations, 2015 regarding non Compliance of Ind AS - 32 : Interest is not ascertained on unsecured Loan.	Under the MDRS, the Company had availed the unsecured loans with immediate object to revive the Company. These stipulated overdue debts were not settled due to legal hurdle. The Company is in process of negotiation with lenders to finalise Interest amount. Since the interest is not ascertained, it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.

C. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat as internal auditors of the company for F.Y. 2023-24.

The Board has appointed M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat, as internal auditor of the Company for the financial year 2024-25.

Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

Related Party Transactions

During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under the Listing Regulations and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The details of this policy may be accessed from company''s website at http://brcl.in/UploadedFile/Policies/23032023133037377.pdf

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A). Details of investments made by the Company as on 31^st March, 2024 (including investments made in the previous years) (in equity shares):

Name of Company	Amount as at 31st March, 2024
*ICICI Bank Ltd.	-
*Surat Jilla Sahakari Kharid Vechan Sangh Limited	-
Hindustan Oil Exploration Co. Ltd.	0.56
Advaita Trading Pvt. Ltd.	24.50
The Mehsana Urban Co-operative Bank Ltd.	5.00
Surat National Co-operative Bank Ltd.	25.01
The Sutex Co-operative Bank Ltd.	20.00
DSP Mutual Fund	1.34
Total	76.41

*Amount is negligible.

B) . There are no loans given by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

C) . There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013read with the Rules issued thereunder.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

The production and manufacturing activities in textile segment are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo: (? In Lakhs)

	31.03.2024	31.03.2023
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with except those mentioned in Secretarial Audit Report.

Annual Return

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31^st March 2024 is available on Company''s website and can be accessed at

http://brcl.in/UploadedFile/Reports/13072024124340714.pdf

Annual Secretarial Compliance Report

Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February, 2019, your Company has submitted the Secretarial Compliance Report of the Company for the financial year ended on 31^st March, 2024 issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360), Surat with BSE Limited within the prescribed time period. Annual Secretarial Compliance Report issued by Practicing Company Secretary is available on the website of the company at http://brcl.in/UploadedFile/SecretarialCompliance/30052024213550328.pdf

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Companyhttp://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was received during the year.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is posted on the website of the companyhttp://brcl.in/UploadedFile/Policies/14082018230416478.pdf. Your company has not received any complaint on sexual harassment during the financial year 2023-24.

Disclosure on Maintenance of Cost Audit

Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Listing on stock exchange

The Company''s shares are listed with the BSE Limited and the company has paid the Annual Listing Fees for the year 2023-24.

Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as "Annexure - B” to the Board''s Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

As per the Provisions of the Companies Act, spending the amount under Corporate Social Responsibility was not applicable during the FY 2023-24, however in this year Corporate Social Responsibility is applicable on the Company as per the limits mentioned under section 135 of the Companies Act, 2013 and Corporate Social Responsibility Committee is duly constituted.

With the revised valuation obtained from Government Approved Valuer, there is an increase in the stock in trade which is credited to increase/decrease in stock and retained earnings as a result there is an increase in Net profit of the company. While computing net profit as per section 198, credit shall not be given to such increase and as a result the average net profit of the last three financial years of the company comes to negative and hence the company is not required to spend CSR amount during FY 2023-24.

Details on internal financial control system and their adequacy

Your company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

Significant/Material orders passed by the regulators

(i) Your company had received an Appellate order dated 28^th December, 2023 from Commissioner of Income-tax (Appeals), National Faceless Assessment Centre (‘AO''), Delhi under section 250(6) of Income Tax Act,

1961 stating -Ground 1 -

Appeal dismissed for unexplained cash credits u/s 68 of Income Tax Act, 1961 for ? 1215 lakhs for FY 201314.

Ground 2 -

Appeal partly allowed by directing AO to examine the contention of the Appellant by giving adequate opportunity of being heard that there are brought forward losses in its case which are eligible for set off.

(ii) Your Company has further received an Appellate order dated 21^st February, 2024 from Commissioner of Income-tax (Appeals), National Faceless Assessment Centre (‘AO''), Delhi under section 250 of Income Tax Act, 1961 stating that the penalty of ? 4,12,97,850/- is hereby confirmed and the appeal has been dismissed.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, the Company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Valuation

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions. Industrial Relations

During the year under review, the relations with the most valuable human resources of the company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the company.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your company has not issued any sweat equity shares.

c) Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgement and Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By order of the Board of Directors Damodarbhai B Patel

Place: Surat Chairman & Managing Director

Date: 28^th August, 2024 DIN: 00056513

---

Mar 31, 2023

The Directors are pleased to present the 63^rd Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2023. The Financial results are shown as below.

Financial Results		(Rs. In Lakhs)
Particulars	31.03.2023	31.03.2022
Income from Sales	5844.00	NIL
Other Income	2518.11	4098.08
Total Income	8362.11	4098.08
Less: Expenditure	(17911.57)	(32724.90)
Profit/(Loss) before interest, depreciation and tax	26273.68	36822.98
Less : Depreciation	3.20	NIL
Interest	671.13	612.95
Earlier year tax	NIL	NIL
Profit/(Loss) before exceptional/extraordinary item	25599.35	36210.03
Exceptional/Extraordinary Item	(1674.98)	(1248.54)
Profit/(Loss) after Taxes	27274.33	37458.57
Other comprehensive income	NIL	NIL
Total comprehensive income	27274.33	37458.57

Review of Operations

Your company is currently operating in Real Estate Segment. A summary of ongoing projects as on March 31, 2023 has been detailed in the Management Discussion and Analysis Report which forms part of the Annual Report.

Your company''s revenue income is ? 5,844.00 lakhs as compared to NIL revenue of previous year. Other income of ? 2,518.11 lakhs consist of Profit on sale of assets & Interest on Fixed deposits and dividend. Net profit for the year is ? 27,274.33 lakhs as against profit of ? 37,458.57 lakhs in the previous year. As per revised valuation report obtained by the management from Government Approved Valuer there is an increase of ? 23,340.50 lakhs in the stock in trade which is credited to increase/decrease in stock and retained earnings have been created in Other Equity as per Ind AS- 16. Company has obtained fresh valuation report in view of prevailing Ready Reckonor Rate / Circle Rate approved by the local municipal authority. These resulted in change in inventory and total expenditure of your company is ? (17,911.57) lakhs as against ? (32,724.90) lakhs in previous year.

Dividend

The Board of Directors of your company, have not proposed any dividend to be paid for the F.Y. 2022-23. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

Share Capital

As at March 31, 2023, and as at the date of this report, the authorized share capital of the company is ? 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided into 13,00,00,000 eq. shares of 10/-each and 2,00,00,000 preference shares o^10/- each. The paid up capital of the company is ? 22,91,13,590/-(Rupees Twenty Two Crores Ninety One lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into 2,29,11,359 eq. shares of ? 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Change in nature of business

During the year under review, there is no change in the nature of business of the company.However company has started its business in its new segment of Real Estate.

Material changes and commitment 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

Your company has entered a Loan Agreement/MOU dated 10^th August, 2023 to avail financial assistance/loan from Nanavati Ventures Limited upto ? 4.5 Crores (Rupees Four Crore and Fifty Lakhs Only) for business purposes.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

c) the Directors 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 and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively except the one stated in audit report; and

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Public Deposits

During the financial year 2022-23, your Company has neither accepted nor renewed any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Moreover, deposits of ? 1.95 lakhs which were under litigation before EXE SM-EXECUTION PETITION no. 21/2016 filed at SMALL CAUSE COURT, SURAT before the 2nd Addl. Judge was also disposed off during the year. There are no outstanding deposits as on 31^st March, 2023.

Directors and key managerial personnel

As on 31^st March, 2023 your company has 6(Six) Directors, which includes 2(Two) Executive Directors, 1(One) Non-Executive Director & 3(Three) Independent Directors.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Viral Bhavani (DIN- 02597320), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Viral Bhavani has been given in the Notice convening the Annual General Meeting.

Mrs. Vidhya Bhavani (DIN-07159576), liable to retire by rotation was reappointed as director in the 62^nd AGM held on 28^th September, 2022.

Mr. Viral Bhavani (DIN-02597320) was appointed as Non-Executive Director of the company in the 61^st AGM held on 29^th September, 2021. He was further appointed as Whole Time Director of the company at the 62^nd AGM held on 28^th September, 2022.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

(i) Mr. Damodarbhai Patel - Chairman & Managing Director

(ii) Mr. Viral Bhavani - Whole Time Director

(iii) Mr. Jugal Kishore Jakhotia - Chief Financial Officer

(iv) Mr. Kunjal Desai - Company Secretary

Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy may be accessed from company''s website at http://brcl.in/UploadedFile/Policies/01042019105617498.pdf

Independent Directors’ Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Committees of the Board

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are providedin the “Report on Corporate Governance”, a part of this Annual Report.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company''s strategy and its ability to create and sustain value to your Company''s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company forms an integral part of this Report.

Auditors:

A. Statutory Auditors

M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W), were appointed as Statutory Auditors of the company in the 58^th AGM of the company for a period of 5 years from the conclusion of 58^th AGM till the conclusion of 63^rd AGM.

The observations made by the Auditors and management''s view are as under.The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the

Companies Act, 2013.

Further, the Audit Committee and the Board of Directors of the company has recommended in their meeting held on 30^th May, 2023 for appointment of M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Reg. No. 123689W) as Statutory Auditors of the company for a second term of 5 (five) years i.e. from the conclusion of this AGM till the conclusion of 68^th AGM of the company.

Audit Observations and management response for the Standalone Financial Statements for the Financial Year ended on 31.03.2023 -

Sr. No.	Audit Observation	Management Remark
1	Attention is drawn to Note 33(i) to the statement regarding non provision of interest on loan of ? 197,76,91,423/- of overdue debts availed under the Modified Draft Restructuring Scheme (MDRS) till March, 2023. These stipulated overdue debts were not settled due to legal hurdle. Now the Company is in process to create the security of overdue unsecured loans along with the secured loans, which shall rank paripassu, with existing debt if any, after the interest is finalized on negotiation with lenders. Since the interest is not ascertained it is not provided in the books. To that extent the reported profit is overstated and other equity balance is overstated.	Interest will be finalized at the time of settlement of the amount.

B. Secretarial Auditor

Mr. Manish Patel, Practicing Company Secretary, Surat was appointed to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2022-23 forms part of the Annual Report as “Annexure A” to the Board''s report. There are secretarial Audit qualifications for the year under review.

The Board has appointed Mr. Manish Patel, Practicing Company Secretary, as secretarial auditor of the Company for the financial year 2023-24.

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management view on it are as under.__

Sr. No.	Secretarial Auditors’ Qualification, Reservation or adverse remarks	Management Remark
1	Sec. 138 of Companies Act, 2013 regarding non appointment of Internal Auditor during the period.	Company was in search of suitable candidate for the appointment of Internal Auditor. However company has appointed M/s. Patel and Associates, Chartered Accountants (FRN-130005W) as internal auditor for FY 2023-24 on 14.08.2023.
2	Non-filling of Form INC-28 regarding order of National Company Law Appellate Tribunal (NCLAT)	The company ensures to comply the same.
3	Reg. 14 of SEBI (LODR) Regulations, 2015 regarding non-payment of Listing fees within prescribed time limit as the Company has paid Annual Listing fees for FY 2022-23 to BSE on 05.05.2022.	As the Company was suspended at BSE, invoice was not generated within time limit. The Company ensures to pay fees in due time limit in future.
4	Reg. 31(2) of SEBI (LODR) Regulations, 2015 regarding non holding of equity shares of promoters and promoter group in dematerialized form.	The promoters and promoter group of the Company are in process of getting their equity shares in demat form.
5	Reg. 39 of SEBI (LODR) Regulations, 2015 regarding non submission of information regarding loss of Share Certificates.	The Company has not received intimation regarding loss of share certificate of one shareholder from RTA and hence not filed with the stock exchange.
6	Reg. 48 of SEBI (LODR) Regulations, 2015 regarding non Compliance of Ind AS - 32 : Interest is not ascertained on unsecured Loan.	Interest will be finalized at the time of settlement of the amount.
7	SEBI/HO/CFD/DCR1/ CIR/P/2018/85 regarding non submission of information in time with Designated Depository.	The company has inserted data timely, however rectification was made by entering names as per PAN and hence date visible on CDSL is the last modified date. The Company ensures the compliance of the same in future.
6	SEBI Circular CIR/MRD/DP/10/2015 dated 5thJune, 2015 regarding Mismatch of Distinctive Number Range (DNR) of Shares with Share Capital as per record of the BSE and the Company.	DNR of equity shares are now matched with the Share Capital as per record of the BSE and the Company The Demat account of Promoter Mr. Samarjitsinh Ranjitsigh Gaekwad and Director Mr. Bhavanji Haribhai Patel were unfreeze on 15.04.2021 and 06.04.2022 respectively.

Related Party Transactions

During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Regulations and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The details of this policy may be accessed from company''s website at http://brcl.in/UploadedFile/Policies/02042022130733309.pdf

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A). Details of investments made by the Company as on 31^st March, 2023 (including investments made in the previous years) (in equity shares):

( in lakhs
Name of Company	Amount as at 31st March. 2023
*ICICI Bank Ltd.	-
*Surat Jilla Sahakari Kharid Vechan Sangh Limited	-
Hindustan Oil Exploration Co. Ltd.	0.56
Thai Baroda Industries Ltd.	574.85
Advaita Trading Pvt. Ltd.	24.50
The Mehsana Urban Co-operative Bank Ltd.	5.00
Surat National Co-operative Bank Ltd.	22.51
The Sutex Co-operative Bank Ltd.	37.50
DSP Mutual Fund	1.30
Total	666.22
*Amount is negligible.

B) . There are no loans given by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

C) . There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under -

(A) Conservation of Energy:

The production and manufacturing activities in textile segment are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:		(? In Lakhs)
	31.03.2023	31.03.2022
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgoings	NIL	NIL

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

Compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with except those mentioned in Secretarial Audit Report.

Annual Return

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31^st March 2023 is available on Company''s website and can be accessed at

http://brcl.in/UploadedFile/Reports/21072023152045036.pdf

Annual Secretarial Compliance Report

Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February, 2019, your Company has submitted the Secretarial Compliance Report of the Company for the financial year ended on 31^st March, 2023 issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360), Surat with BSE Limited within the prescribed time period. Annual Secretarial Compliance Report issued by Practicing Company Secretary is available on the website of the company at http://brcl.in/UploadedFile/SecretarialCompliance/29052023164711125.pdf

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company http://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was received during the year.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is posted on the website of the company http://brcl.in/UploadedFile/Policies/14082018230416478.pdf. Your company has not received any complaint on sexual harassment during the financial year 2022-23.

Disclosure on Maintenance of Cost Audit

Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. Since there are no manufacturing activities since August'' 2008, the Company has not maintained the same.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Listing on stock exchange

The Company''s shares are listed at the BSE Limited but trading in equity shares was suspended. However, BSE Ltd. vide its notice no. 20220520-39 dated May 20, 2022 had revoked the suspension in trading of Equity Shares of Target Company w.e.f. May 30, 2022.

Particulars of Employees

The statement of disclosure of remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as "Annexure - B” to the Board''s Report.

The statement of disclosures and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

As per the provisions of the Companies Act, Corporate Social Responsibility was not applicable during the F.Y. 2022-23.

With the revised valuation obtained from Government Approved Valuer, there is an increase in the stock in trade which is credited to increase/decrease in stock and retained earnings as a result there is an increase in Net profit of the company.While computing net profit as per section 198, credit shall not be given to such increase and as a result the average net profit of the last three financial years of the company comes to negative and hence the company is not required to spend CSR amount.

Details on internal financial controls related to financial statements

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Internal Auditor

During the year, your company had not appointed internal auditor. However M/s. Patel & Associates, Chartered Accountants, (FRN - 130005W), Surat were appointed on 14^th August, 2023 as internal auditors of the company for F.Y. 2023-24.

Significant / Material orders passed by the regulators

M/s. Advance Engineering Services, operational creditor of the company had filled Company Appeal (AT)(Ins)/222/2021 with National Company Law Appellate Tribunal (NCLAT), New Delhi against the order of NCLT dated 27.01.2021.

NCLAT vide its order dated 13.05.2022 has rejected the appeal stating that the appellant has not been able to establish the extension of limitation as required under Section 18 of the Limitation Act and has disposed off.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, the Company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

Valuation

During the year, there were no instances of Onetime Settlement with any Banks or Financial Institutions. Industrial Relations

During the year under review, the relations with the most valuable human resources of the company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the company.

General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your company has not issued any sweat equity shares.

c) Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgement and Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

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Mar 31, 2012

To The Members of The Baroda Rayon Corporation Limited

The Directors are pleased to present the 52nd Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012. The Financial results are shown as below.

Flnanclal Results (Rs. In Lacs)

Particulars 31.03.2012 31.03.2011

Income from Sales NIL NIL

Other Income NIL NIL

Total income NIL NIL

Less: Expenditure 110.22 27.92

Proflt/(Loss) before Interest, depreciation and tax (110.22) (27.92)

Less : Depredation 303.94 303.94

Interest 986.68 599.29

Provisions for taxes Nil Nil

Proflt/(Loss) after taxes (1400.84) (931.15)

Add: Extraordinary Items 2.88 (24.41)

ProfiV(Loss) available for appropriation (1398.16) (955.56)

Balances as per last yeans Balance sheet (33,076.55) (32,120.99)

Profit and Loss Appropriation Account NIL NIL

Balance carried to Balance sheet (34,474.71) (33,076.55)

Dividend

Your Directors regret their Inability to recommend any dividend for the financial period under review In view of the continued losses.

Performance

During it tie year under review no production/manufacturing activities we re carried on by the company. Hence, No information is provided regarding the performance of the company.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm; .

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(IQ That they had selected such accounting policies, applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year 2011-12 and of the toss of the company for that period;

(Si) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; '

(iv) That they had prepared the annual accounts on a going concern basis.

Fixed Deposits

Your Company has not accepted any fixed deposits during the year. Deposits of Rs. 220.00 Lacs were outstanding as at 31st March, 2012. During the year your company repaid the fixed deposit of Rs. 8.06 lacs.

Directors

Mr. Bhavanjibhai H. Patel, Director of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment The profile of Mr. Bhavanjibhai H. Patel is as given below:

Mr. Bhavanjibhai H. Patel, aged about 54 years is Chartered Accountant and having vast experience in the field of Import & Export He is very much instrumental in day to day functions of the company.

Auditors

M/s. AMPAC & Associates, Chartered Accountants, Mumbai who are the Statutory Auditors of the Company, hold office up to the conclusion of the ensuing Annual General Meeting and are recur fimended for re -appointment As required under the proviso to Section 224(1) of the Act, the Company has obtained written confirmation from M/s. AMPAC 4 Associates that their appointment if made, would be in conformity with the limits specified In Section 224(1B) of the Act

Auditors' Report

The observations made by the Auditors are self explanatory and have also been explained In the notes forming part of the accounts, wherever required.

Particulars of Employees

During the year under report, the company has no employees covered under Section 217 (2A) of the Companies Act, 1956 mad with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo Information pursuant to Section 217 (1)(e) of The Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo are given below:

(A) Conservation of Energy

information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars In the Report of the Board of Directors) Rules, 1988 as the production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not Imported any technology during the year and as such there Is nothing to report

(C) Foreign Exchange Earnings and Outgo: (Rs. in Lacs) 31.03.2012 31.03.2011

Foreign Exchange Earnings NIL NIL

Foreign Exchange Outgoings NIL NIL

Code of Conduct

Pursuant to clause 49 of the Listing Agreement, a declaration signed by the Director regarding the compliance of code of conduct annexed and forms part of this report

Compliance Certificate

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report

Management View on Auditors Qualification:

Your Company applications under BIFR and Gujarat High Court are pending and the management desire to do act as per the directions given by respective authorities.

Appreciation '

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

By order of the Board of Directors

Place: Mumbai

Date: 09.08.2012 D B Patel

Chairman & Managing Director