To The Members
 
 The Directors have pleasure in presenting the Annua! Report of your
 Company together with the audited Statement of Accounts for the
 financial year ended on 31st March'' 2012.
 
 Financial Results                    As on 31st
                                      March''          As on 31st
                                                      March''
 ITEM                                 2012 (in Rs.)   2011 (in Rs.)
 
 
 Sales & other Income                 286''559         682''062
 
 Gross Profit/Loss                   (422''134)       (162''712) 
 
 Depreciation                         Nil              NIL
 
 Income tax paid for earlier year
 
                                     (71 221 611) 
 
 Profit/Loss brought forward        (71''058''899)
 
 Transferred to General Reserve
 
 Profit / Loss available for 
 ii appropriation 
 
 Balance carried Balance Sheet      (71''643''745)     (71''221''609)      
 
 Current Operations & 
 Future Outlook
 
 Due to liquidity crunch and continuous losses'' the Company has not been
 able to carry on any business activity during the year under review.
 However'' the management of the Company is in the process of preparing
 necessary business plans & strategies for initiating its operations in
 the field of trading in bicycles and tricycles.
 
 Directors
 
 During the last financial year'' Mr. Harish Agarwal and Mr. Tulsi Bansal
 were appointed as the additional directors of the company as per
 Section 260 of Companies Act'' 156'' in the Board meeting held on
 February 22'' 2012. Mr. Pawan Kumar'' resigned from the board on February
 22'' 2012.
 
 Dividend
 
 There being no profits'' the directors regret their inability to
 recommend any dividend for the Financial Year beginning on 1st April
 2011 and ending on 31st March 2012.
 
 Directors Responsibility Statement
 
 1.  The annual accounts for the financial year ended 31''st March'' 2012
 were prepared as per the applicable Accounting Standards along with
 proper explanations relating to material departures;
 
 2.  The Directors have selected such accounting policies & applied them
 consistently & made judgments & estimates that are reasonable & prudent
 so as to give a true & fair view of the state of affairs of the Company
 at the end of the financial year and of the loss of the company for
 that period;
 
 3.  The Directors have taken proper & 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 & detecting fraud & other
 irregularities;
 
 4.  The Directors have prepared the annual accounts of the Company for
 the Financial Year ended 31''st March'' 2012 on a going concern basis.
 
 Deposits
 
 Your Company has not accepted any deposits during the period under
 review within the meaning of Section 58A of the Companies Act'' 1956
 read with ''Companies (Acceptance of Deposit) Rules 1975''.
 
 Particulars of Employees
 
 During the year'' there was no employee covered under Section 217(2A) of
 the Companies Act'' 1956 read with the Companies (Particulars of
 Employees) Rules'' 1975.
 
 Status of Listing
 
 The Company''s shares are listed at The Delhi Stock Exchange'' The Stock
 Exchange'' Mumbai'' The Calcutta Stock Exchange.
 
 Auditors
 
 The Statutory Auditors of the Company'' M/s Padam Bahl & Co.'' Chartered
 Accountants'' retire at the ensuing Annua! General Meeting and express
 their unwillingness to continue as Auditors of the Company.
 
 
 
 A consent letter has been received from M/s BNPSY & Associates''
 Chartered Accountants'' for its appointment as statutory auditors of the
 company for the financial year 2012-2013. A written certificate'' to the
 effect that the reappointment'' if made'' will be in accordance with the
 limits specified in sub-section (1B) of Section 224'' has also been
 obtained by the company from the statutory auditors
 
 Your directors recommend the appointment of M/s BNPSY & Associates''
 Chartered Accountants as Statutory Auditors of the Company till the
 conclusion of next Annual General Meeting for audit of Accounts for the
 financial year 2012-13.
 
 Secretarial Compliance Certificate
 
 The Secretarial Compliance Certificate for the financial year ending on
 March 31'' 2012 is attached hereto and forms part of this Report. The
 Board took note of the same.
 
 Book Closure
 
 The transfer books of the company will be closed from September 26''
 2012'' to September 29'' 2012 both days inclusive for purpose of Annual
 General Meeting dated September 29'' 2012.
 
 Management Discussion And Analysis Report
 
 A report on industry analysis is attached hereto and forms part of the
 Directors Report.  Corporate Governance
 
 A separate section on Corporate Governance is attached hereto and forms
 part of this report.  Material Changes
 
 In- Principal Approval for Revocation of Suspension in trading of
 Equity Shares
 
 The shares of the Company suspended from trading from Bombay Stock
 Exchange have been provided In-Principal Approval vide letter dated
 July 23'' 2012 for admission to the dealings by the Exchange subject to
 adherence of certain compliances and submission of requisite
 information.
 
 Qualification
 
 Auditors Report of the Company contains no
 Qualifications/reservation/adverse remark by the Auditors.
 
 Internal Control
 
 The Company has adequate internal control procedures commensurate with
 the size and nature of business. The Board of Directors periodically
 reviews the audit plans'' internal audit reports'' adequacy of internal
 controls and risk management.
 
 Particulars of Conservation of Energy'' Technology Absorption and
 Foreign Exchange Earnings and Outgo as per Section 217f1Wel of
 Companies Act. 1956 read with Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules'' 1988
 
 Information required under the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules'' 1988
 
 Conservation of Energy
 
 (a) Presently there being no operations involving energy consumption''
 therefore measures related to conservation of energy does not apply.
 
 (b) The company not being operational in the previous financial year''
 therefore need for additenaLinvestment was not felt for reduction of
 consumption of energy.  ''
 
 (c) The company didn''t undertake any production in the last financial
 year.
 
 (d) Total energy consumption and energy consumption per unit of
 production as per Form A of the Annexure in respect of industries
 specified in the Schedule thereto - This particular is not applicable
 on the company'' as the company is into the business of manufacturing of
 carpets and hence doesn''t fall under the respective Schedule.
 
 Form of Disclosure of Particulars with respect to Absorption of
 Technology'' Research & Development.
 
 Research & Development
 
 1 Specific areas in which R&D carried out by the company- There was no
 research and development activity carried out during the financial
 year.
 
 2 Benefits derived as a result of the above R&D- No benefits were
 derived'' as no R&D was undertaken
 
 3.  Future plan of action - The Management of the Company is making
 necessary roadmap for starting new business operations i.e. for
 undertaking projects in the field of rail infra.
 
 4.  Expenditure on R & D
 
 No R&D activity was undertaken and hence the bifurcation is not
 available.
 
 Technology Absorption'' Adaptation and Innovation
 
 No technology was absorbed'' adapted or innovated during the financial
 year.
 
 1. Efforts'' in brief'' made towards technology absorption'' adaptation
 and innovation- No technology was absorbed'' adapted or innovated during
 the last financial year.
 
 2 Benefits derived as a result of the above efforts'' e.g.'' product
 improvement'' cost reduction'' product development'' import substitution''
 etc- Not applicable'' as no such initiatives in this behalf were
 undertaken.
 
 3.  Import of Technology- No technology has been imported during the
 last financial year.  Foreign Exchange-Earning /Outgo Company didn''t
 undertake any transaction involving Foreign Exchange.
 
 Acknowledgement
 
 Your Directors would like to express their grateful appreciation for
 the assistance'' co operation and trust reposed in your Company by the
 investors'' Banks'' Securities and Exchange Board of India'' Reserve Bank
 of India '' Stock Exchanges and other Government Authorities during the
 financial year under review Your Directors wish to place on record
 their deep sense of appreciation for its clients and for the devoted
 services of the young team of professionals of the Company for its
 success.
 
 Your Directors also wish to place on record their sincere appreciation
 of the contribution made by the employees of the Company and are
 thankful to the shareholders for their continued patronage and support.
 
                                 By order of the Board of Directors 
 
                                 For TOBU ENTERPRISES Limited
 
                                 Ajay Mathur
 
                                 Chairman
 
 DIN: 01609016
 
 Date: September 01'' 2012
 
 Place: New Delhi