FORWARD LOOKING STATEMENT

In this Annual Report we have disclosed forward looking information to enable investors to comprehend our prospectus and take informed investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and the underlying assumptions undergoing change. Should known or unknown risks or uncertainties materialize, or should underlying assumptions not materialize, actual results could vary materially from those anticipated, estimated or projected. Shareholders and Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Sr. No Contents Page No.

1. Company Information 4

2. Notice of Annual General Meeting 6

3. Director’s Report & 15

4. Management Discussion & Analysis 20

5. Report on Corporate Governance 23

6. CEO Certificate 33

7. Compliance Certificate 34

8. Financial Statement 31

9.

Attendance slip and Proxy Form 43

CORPORATE INFORMATION

BOARD OF DIRECTORS

Puneet Sharma Executive Director

Satyabhama Bubna Non Executive / Independent Director

Chandana Non Executive / Independent Director

COMPLIANCE OFFICER/ COMPANY SECRETARY

Ms. Suman Murarka Phone: - 033-32978096 Email id: - info@birdhichand.in

AUDITOR

M/s Surana Singh Rathi & Co. Chartered Accountants 15/A, Laxmi Narayan Mukherjee Road Kolkata - 700 006

BANKERS

HDFC Bank

REGISTERED OFFICE

3 Satnarayan Temple Road 1st Floor, Room No. - 3, Salkia, Howrah, West Bengal - 711 106

AUDIT COMMITTEE

Name Designation

Satyabhama Bubna Chairman/Independent

Chandana Independent Director

Puneet Sharma Executive Director

SHAREHOLDER/INVESTOR GRIEVANCE COMMITTEE

Name Designation

Satyabhama Bubna Chairman/Independent

Chandana Independent Director

Puneet Sharma Executive Director

NOTICE

Notice is hereby given that the TWENTY NINETH ANNUAL GENERAL MEETING of the Members of Birdhi Chand Pannalal Agencies Limited will be held at the Registered Office of the Company at 3, Satnarayan Temple Road, 1st Floor, Room No.-3, Salkia, Howrah, West Bengal-711106 on 30th September, 2014 at 11:30 a.m. to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the company for the year ended 31st March, 2014 along with the reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Puneet Sharma (DIN: 02257544), who retires by rotation and being eligible offers himself for re-appointment.

3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution : “RESOLVED THAT subject to the provisions of Section 139 of the Companies Act, 2013 and rules made there under and pursuant to recommendation of Audit committee, the retiring Auditors, M/s. Surana Singh Rathi & Co., Chartered Accountants (Registration no. 317119E) be and are hereby reappointed as Auditors of the Company to hold office from the conclusion of this twenty ninth (29th) Annual General meeting until the conclusion of the thirty first (31st) Annual General Meeting of the company subject to ratification of the appointment by the shareholders at every Annual General Meeting held after this Annual General Meeting at a remuneration to be fixed by the Board of Directors based on recommendation of Audit committee in consultation with the Auditor from time to time in addition to reimbursement of all out-of pocket expenses as may be incurred in connection with the audit of the accounts of the Company plus applicable service tax.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:- “RESOLVED THAT Ms. Chandana (DIN: 06679488) who was appointed as an Additional Director of the Company effective from January 08, 2014 by the Board of Directors and who holds office until the date of the Annual General Meeting, pursuant to Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice under Section 160 of Companies Act 2013, proposing his candidature, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

5. To consider and if thought fit, to pass with or without modification, the following Resolution as Ordinary Resolution :- “RESOLVED THAT pursuant to section 149, 150, 152 read with Schedule IV and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of Listing Agreement, entered with the Stock Exchanges, Mrs. Satyabhama Bubna (DIN : 03521785), director of the company whose period of office is liable to determination by retirement of Directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the company to hold office for a period of 5 (five) consecutive years for a term upto 31st March, 2019.”

6. To consider and if thought fit, to pass with or without modification, the following Resolution as Ordinary Resolution :- “RESOLVED THAT pursuant to section 149, 150, 152 read with Schedule IV and all other applicable provisions of Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and clause 49 of Listing Agreement, entered with the Stock Exchanges, Ms. Chandana (DIN : 06679488), director of the company whose period of office is liable to determination by retirement of Directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the company to hold office for a period of 5 (five) consecutive years for a term upto 31st March, 2019.” RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (including any committee thereof) be and is hereby authorised to do all such act, deeds matter things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any questions that may arise in this regard.

7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:- "RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with rules framed there under and schedules thereto (including any statutory modification(s) or re-enactment thereof, for the time being in force), as may be amended from time to time, the consent of members be and is hereby accorded to amend & alter the following Articles of the existing Articles of Association of the company, in the following manner:

1) Insertion of Article 39(A) after the existing Article 39 :

ELECTRONIC VOTING 39(A) A member may exercise his vote at a meeting by electronic means in accordance with section 108 of the Companies Act, 2013 and shall vote only once.

Place: Kolkata By Order of the Board of Directors Date: 1st September, 2014 For Birdhi Chand Pannalal Agencies Ltd Registered Office: Sd/ 3, Satnarayan Temple Road Puneet Sharma 1st Floor, Room No-3 (Chairman) Salkia, Howrah-711106

Notes:

1. A member entitled to attend and to vote at the meeting is also entitled to appoint a proxy to attend

and vote instead of himself / herself and such proxy need not be a member of the company. The Register of Members and Share Transfer Books will remain close from 22nd September, 2014 to 30th September, 2014 (both days inclusive) for the purpose of Annual General Meeting. A person cannot act as proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of total share capital of the company. The Instrument of proxy, in order to be effective, must be completed, stamped, signed and deposited at the Company’s Registered Office not less than forty-eight hours before the commencement of the ensuing Annual General Meeting (AGM).

2. Corporate Members are requested to send to the Company’s registered office, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM.

3. Members/Proxies are requested to bring their attendance slip sent herewith, duly filled in, for attending the meeting.

4. Additional information pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges in respect of the persons seeking re-appointment as Director under item no. 3.

5. Any member desirous of getting any information on the accounts of the company is required to forward his/her queries at least 7 days prior to the meeting so that the required information can be made available at the meeting.

6. The Notice of the 29th AGM and instructions for e-voting, along with the Attendance Slip and Proxy Form, is being sent by electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

7. Members, who hold shares in dematerialised form, are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting.

8. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

9. In Compliances with section 108 of the Act and the Rules framed thereunder, the members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The e-voting period commences on 23rd

September, 2014 and ends on 25th September, 2014. During the period, Members of the company, holding shares either in physical form or in dematerialized form, may cast their vote electronically .The e-voting module shall be disabled by CDSL for voting thereafter .Once the vote on a resolution is cast by a Member, he shall not be allowed to change it subsequently. A separate communication is being sent to the members to avail of the e-voting facility.

10. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.birdhichand.in and on the website of CDSL www.votingindia.com within two days of passing of the resolution at the AGM of the company on 30th of September, 2014 and communicated to the CSE Limited, where the shares of the company are listed.

11. VOTING THROUGH ELECTRONICS MEANS In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com (ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT” (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with

the Company.

(v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the

name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. – Sequence number is communicated in the Attendance Slip/ Covering Letter.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.