SUBHAM VINIYOG PRIVATE LIMITED DIRECTORS' REPORT The Directors present herewith their Twenty Ninth Annual Report together with Audited Financial Statements for the year ended 31st March, 2016. Financial Results: 2015-2016 2014-2015 RUPEES RUPEES Loss for the year (130,908) (97, 504) Balance brought forward from Previous year (1.229.337) (1,131,833) Balance carried to Balance Sheet (1,360.245) (1,229,337) Operations: During the year under review, the Company continued the upkeep and maintenance of land for Neem Plantation. Dividend: In view of the loss, your Directors do not recommend any dividend for the year. Directors: Mr. J. K. Delvadavala, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Board Meetings- During the year, four Board Meetings were duly convened and held and the intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. Mr. S. R . Dalvi and Mr. J. K. Delvadavala and Mr . Shyam Krishnan attended all four meetings. Particulars of Employees: The Company had no employee during the year covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors' Responsibility Statement: The Directors confirm that: i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ; ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015- 2016 and of the loss of the Company for that period; iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they have prepared the annual accounts on a going concern basis. v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Extract of Annual Return: The details forming part of the extract of the Annual Return of the Company in form MGT 9 is annexed herewith as Annexure A. Auditors: M/s Kaushik Bhatia & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends the appointment of M/s Kaushik Bhatia & Co., Chartered Accountants as Auditors of the Company from the conclusion of the ensuing Annual General Meeting (AGM) until the conclusion of the next AGM. Auditors ' Qualifications: There were no qualifications, reservations or adverse remarks in the Auditors' Report. Related Party Transactions: Transactions with related parties are detailed in Note No.3.15 to the financial statements. However, the provisions of section 188 of the Companies Act, 2013 do not apply to these transactions. Particulars of Loans , Guarantees and Investments: During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013. Risk Management: Given the asset base and the portfolio of investments made by the Company, the Board is of the opinion that there are no major risks affecting the existence of the Company. Internal Controls: The Board is of the opinion that there exists adequate internal controls commensurate with the size and operations of the Company. Significant And Material Orders Passed By The Regulators: There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. On behalf of the Board S.R. DALVI Director Mumbai: 26.5.2016 [DIN-00027498] Annexure A FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on financial year ended on 31 . 03.2016 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Company ( Management & Administration ) Rules, 2014. I REGISTRATION & OTHER DETAILS: i CIN U65990MH1987PTC042358 ii Registration Date 09-01-87 iii Name of the Company SUBHAM VINIYOG PRIVATE LIMITED iv Category/Sub-category of the Company Private Limited Company Address of the Registered office 9, Wallace Street, Fort, Mumbai 400001 v & contact details vi Whether listed company No vii Name , Address & contact details of the Registrar & Transfer Agent, if any. N A II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated SL No Name & Description of main products/services NIC Code of the %to total turnover Product /service of the company 1 Investments 6430 100 III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES SI No Name & Address of the Company CIN/GLN HOLDING/ % OF APPLICABLE SUBSIDIARY/ SHARES SECTION ASSOCIATE HELD 1 DPI PRODUCTS & SERVICES LIMITED U8510OMH1962PLCO12345 Holding 100 2(46) 9, Wallace Street, Fort, Mumbai 400001 IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares A. Promoters Bodies Corporates 0 400000 400000 100 0 400000 400000 100 0 Total Shareholding of Promoter (A) 0 400000 400000 100 0 400000 400000 100 0 B. PUBLIC SHAREHOLDING NIL C. Shares held by Custodian for GDRs & ADRs NIL Grand Total(A+B+C) 0 400000 400000 100 0 400000 400000 100 0 (ii) SHARE HOLDING OF PROMOTERS SI No. Shareholders Name Shareholding at the Shareholding at the % change in beginning of the year end of the year share holding during the year No of shares % of total shares % of shares pledged No of shares % of total shares % of shares pledged of the company encumbered to total of the company encumbered to total shares shares 0 1 DPI Products & Services Limited 400,000 100 0 400,000 100 Total 400,000 100 0 400,000 100 0 0 (iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE) SI. No. Share holding at the beginning of the Year Cumulative Share holding during the year No. of Shares % of total shares of the No of shares % of total company shares of the company At the beginning of the year 400000 100 400000 100 Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) NO CHANGE NO CHANGE At the end of the year 400000 100 , 400000 100 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs ) : NOT APPLICABLE (v) Shareholding of Directors & KMP : NONE V INDEBTEDNESS Indebtedness of the Company including Interest outstanding /accrued but not due for payment Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness Indebtness at the beginning of the financial year i) Principal Amount - 1,609,507 - 1,609,507 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+lii) - 1,609,507 - 1,609,507 Change in Indebtedness during the financial year Additions - 155,000 - 155,000 Reduction Net Change - 155,000 - 155,000 Indebtedness at the end of the financial year i) Principal Amount - 1,764,507 - 1,764,507 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+ili) - 1,764,507 - 1,764,507 VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL NIL Vii PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES Type Section of Brief Details of Authority Appeall made the Description Penalty/Punishmen (RD/NCLT/Court if any (give Companies t/Compounding ) details) Act fees imposed A. COMPANY Penalty Punishment Nil _ Compounding B. DIRECTORS Penalty Punishment Nil Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Nil Compounding CHARTERED ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SHUBHAM VINIYOG PRIVATE LIMITED Report on the Standalone Financial Statements 1. We have audited the accompanying standalone financial statements of SHUBHAM VINIYOG PRIVATE LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Standalone Financial Statements 2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor' s Responsibility 3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.