The Directors present herewith their Annual Report of the Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2013.

1) FINANCIAL PERFORMANCE:

During the year the Company has gained a profit of Rs.3,40,639/-.

2) DIVIDEND:

With a view to conserve resources for the future expansion plans of the Company, your Directors do not recommend any dividend for the year ended 31st March, 2013.

3) FUTURE OUTLOOK:

The Company is looking for new business opportunities and planning to explore the core areas of business.

4) CAPITAL RESTRUCTURING THROUGH CAPITAL REDUCTION a PREFERENTIAL ALLOTMENT:

During the year under review, pursuant to the approval of shareholders and approval of Hon'ble High Court vide its order dated 14th September, 2012 for arrangement ,for reconstruction/ restructuring of capital of the Company , the paid up capital of the Company has been reduced from Rs.4,14,00,000/- divided into 41,40,000 Equity Shares of Rs.10 each fully paid to Rs. 16,56,000 divided in to 1,65,600 Equity Shares of Rs.10 each fully paid which capital had been lost and is unrepresented by the available assets and to effect such Reduction by setting off its Accumulated Losses in the Profit and Loss Account to the extent of Rs. 3,97,44,000/- and further by way of issuing and allotting 40,00,000 (Forty Lakhs) Equity Shares of the Company having face value of Rs. 10.00 (Rupees Ten) each at a price of Rs. 10/- (Rupees Ten) per equity share. Total Paid up Capital post restructuring stood at Rs. 4,16,56,000/- as on 31st March 2013.

5) DIRECTOR'S RESPONSIBILITY STATEMENT:

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

(i) In the preparation of Annual Accounts for the financial year ended 31st March 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

(ii) The directors had selected such accounting policies and applied them and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) The directors had prepared the accounts on a going concern basis.

6) DIRECTORS:

Mr. Amrit Gandhi, as Director of the Company, who retires by rotation and being eligible offers himself for re-appointment.

Ms. Vidya Chalke, as Director of the Company, who retires by rotation and being eligible offers herself for re-appointment.

Mr. Padamchand Dhoot, Director of the Company retires by rotation has expressed his unwillingness to get re-appointed.

7) AUDITOR'S OBSERVATIONS I QUALIFICATIONS :

The report of the Auditors of the Company for the year under reference is self explanatory and do not call for any comments from Director.

8) DEPOSITS:

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

9) AUDITORS:

M/s. Gowadia & Co., Chartered Accountants, as auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re- appointment M/s. Gowadia & Co., Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

10) PARTICULAR OF EMPLOYEES :

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, your Company has no person in its employment drawing salary within the monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956.

11) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

There is no manufacturing or trading activities of the company. Further there was no foreign exchange earnings and outgo during the year under review. Hence, your directors have nothing to report under this head.

12) CORPORATE GOVERNANCE :

The disclosures as required under the Corporate Governance standards have been furnished as a part of this report. The Company has been practicing the principles of good corporate governance. In addition to basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

13) LISTING OF SHARES:

The shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

14) ACKNOWLEDGEMENT:

We would like to thank the shareholder & customers for showing their confidence, patience and support.

The Board would like to place on record its appreciation and thanks to the Investors, Customers, Suppliers and Bankers for their support, co-operation, guidance and the confidence reposed on the Company.

                                 (FOR AND ON BEHALF OF THE BOARD) 

                                    For Pacheli Enterprises Ltd.

                                                sd/-

                                            Amrit Ghandhi

                                               Director

Dated : 30th May, 2013