Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statement of Accounts of B Nanji Enterprises Limited for the year ended on 31st March 2015.

FINANCIAL RESULTS

                                                     (Rs. in Lac)

Particulars                              2014-15             2013-14

Revenue from operations                 24436.16             1908.05

Other Income                               84.31               76.72

Total Expenditure                        2340.68             1783.87

Profit/(Loss) before Tax                  179.78              204.07

Tax Expenses                               60.26              110.48

Profit/(Loss) for the year                119.52               93.59

To conserve the financial resources of the Company, your Directors do not recommend dividend for the year under review.

OPERATIONS

During the year under review, the Company has reported total income of Rs. 2516.46 lacs against the total income of Rs. 1979.21 lacs during the previous year. Hence, the Company has achieved higher total income in the financial year under review compared to previous financial year. The Company has earned Net Profit of Rs. 119.52 Lacs during the year under review as against Net Profit of Rs. 93.59 lacs during the previous year.

FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 551.452 Lacs During the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

(ii) FIXED DEPOSITS

The Company has not accepted/renewed any public deposits during the year under review.

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENT

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

INTERNAL FINANCIAL CONTROLS

The company has adequate internal financial control system with reference to the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy posted on the website of the Company www.bnanji.com.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.bnanji.com) under the head 'Investor Relations'. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions.

The summary of related party transactions is given below;

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis; N.A. as there were no transactions during the year which were not at arm's length.

2. Details of material contracts or arrangements or transactions at arm's length basis;

N.A. as there were no transactions entered with related party during the financial year 2014-15.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act, 2013 does not apply to your company.

DIRECTORS

(i) Appointment

The Board of Directors has appointed Mr. Kamlesh Dhanopia as Additional Director of the Company in the category of Independent Directors with effect from 14th February, 2015 and Mrs. Subhadraben Padsala as Additional Director of the Company in the category of Non- Executive Director with effect from 25th March, 2015 to hold office as Directors upto the ensuing Annual General Meeting of the Company. The Company has received notices together with requisite deposit as per Section 160 of the Companies act, 2013, from the members of the Company proposing the candidature of Mr. Kamlesh Dhanopia as an Independent Director, for a term of 5 consecutive years upto 13th February, 2020 and Mrs. Subhadraben Padsala for the office of Non - Executive director liable to retire by rotation.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhikhubhai Padsala retires by rotation and is eligible for reappointment.

(iii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause

49 of the Listing Agreement.

(iv) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(vi) Board Meetings

During the year, Seven (7) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as 'Significant

Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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 otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

(i) Statutory Auditor

M/s. Atul Dalal & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. They have furnished a certificate regarding their eligibility for re- appointment as Statutory Auditors of the Company, pursuant to Section 139(2) of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014. The Board of Directors recommends their re-appointment for the year 2015-16 at the ensuing Annual General Meeting.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Sinha, a practicing Company Secretary, Ahmedabad (Mem. No. 24045), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS

As regards para No. 1 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 2 of observation made by Secretarial Auditor, the Directors state that the amount borrowed from Dewan Housing Finance Corporation Limited (DHFL) was used for repayment of amount borrowed from Directors which was utilized for the project at Umbergaon site. As such the borrowing cost of Rs. 427.48 lacs has been included in the valuation of work-in-progress of Umbergaon site in compliance with AS-2, AS-7 and AS-16. The Company will not capitalise such amount of interest from July, 2015.

As regards para No. 2 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 3 of observation made by Secretarial Auditor, in respect of Sales of Flats/Apartments of Akansha Flats, Scheme at Umbergaon, Dist. Thane, Maharashtra, the Directors state that the Company has obtained legal opinion in this regard and accordingly the management is of the opinion that the Company has not violated any of the conditions of agreements entered into with the purchasers or of the provisions of Maharashtra Ownership of Flats Acts, 1963. The Company has right to form society upon completion of the project and therefore, the contributions from the members shall be collected and transferred to the society upon its formation together will all rights.

As regards para No. 3 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report in respect of advance payment of Rs. 300 lacs against an Agreement of Rs. 486 Lacs with related party, the Directors state that as per the Agreement dated 13/05/2013 the Company is required to make a payment of Rs. 200/- per Sq. Ft. for 486776 Sq. Ft. aggregating to Rs. 486 Lacs to the related party towards consideration of development rights availed by the Company from the related party, however the Company had not made any payment towards the said agreement no accounting entry made in the year 2013-14. The Board in the opinion that at the time of execution of this agreement, the Company was not required to obtained prior approval of members by way of Special Resolution as the transaction of immovable property was out of purview of Section 297 of the Companies Act, 1956.

As regards para No. 4 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 4 of observation made by Secretarial Auditor, in respect of amount of Rs. 220.55 lacs received against advance for land in earlier years and not considered as deposits, the Directors state that the Company is in advance stage of negotiation in finalising the land deed. Due to recessionary trend in real estate market it is taking some time. If land deal is not materialised / settle in the current year, the advance taken will be written back.

As regards para No. 5 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 5 of observation made by Secretarial Auditor, in respect of non-provision of bad debts and doubtful debts interest free loan of Rs. 69.07 Lacs has given to 20 parties in earlier years, the Directors state that the Company is in process of recovering the loan of Rs. 69.7 Lacs given in earlier years. The Company will make provision for bad debts or write off the amount out of the loan which will not be recovered during the current year.

As regards point No. 7 mentioned in Notes on Accounts no.25 of Statutory Auditor's Report, and point no. 6 of observation made by Secretarial Auditor, in respect of provision of gratuity without Actuarial Valuation, the Directors state that Company has obtained the Report from actuarial Valuation after 15/05/2015 but before the date of signing the Director's Report.

As regards para No. 6 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 7 of observation made by Secretarial Auditor, in respect of non - provision of Leave Encashment, the Directors state that the Company has not made the provisions of Leave Encashment as all the employees of the Company has waived their claim for the same.

As regards point No. 6 under the heading of Annexure to the Statutory Auditor's Report and point no. 8 of observation made by Secretarial Auditor, in respect of depositing Provident Fund dues with appropriate authorities, the Directors state that the Company has paid the Provident Fund dues dated on 05/06/2015 with appropriate authorities.

As regards point No. 8 under the heading of Annexure to the Statutory Auditor's Report, in respect of providing guarantee to a The Vijay Co- Operative Bank Ltd., Tata Capital Financial Services Ltd. for advances taken by a firm M/s. B Nanji in which Company is a partner, the Directors state that the Company has provide a guarantee to the said firms in the capacity of the partner itself only.

As regards point no. 1 of observation made by Secretarial Auditor, in respect of non- appointment of internal Auditor, the Directors state that there are necessary control procedures prevailing within the Company which is self-sufficient for exercising proper controls.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached as "Annexure -E" in this Annual Report.

CEO CERTIFICATION

The Executive Director who looks after finance function has submitted a certificate to the Board regarding the financial statements and other matters are required under clause 49 (V) of the Listing Agreement.

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

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the company has constituted the Nomination and Remuneration Committee and their policy and same approved by the Board. The Policy is attached at "Annexure - C".

REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT 2013.

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013 we report that, during 2014- 15, no case has been filed under the said act.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Company is not engaged in activities specified in Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given. There is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEE:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure - D".

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review. Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

Regd. Office:

B. Nanji Enterprises Limited CIN: L45201GJ1982PLC005148 'Moorti Bunglow', 5 Ashok Nagar, BY ORDER OF BOARD OF DIRECTORS B/h Sundervan, Satellite, FOR B. NANJI ENTERPRISES LIMITED Ahmedabad-380015, Gujarat

                                       SANDIP B. PADSALA
                                       EXECUTIVE DIRECTOR
DATE: 14/08/2015                       (DIN: 01870595)