To The Members,
 
 The Directors have pleasure in presenting the 25th Annual Report of
 your Company together with the Audited Statements of Accounts for the
 year ended 31st March 2012.
 
                                                         (Rs. in Lacs) 
 
 Financial Results                            Year Ended   Year Ended
                                              31.03.2012   31.03.2011
 
 Income                                            7.33         0.00
 
 Profit before Tax & extraordinary item            3.12        -0.21
 
 Less : Provision for Taxation                     0.94         0.00
 
 Profit after Tax                                  2.18        -0.21
 
 Add: Profit/(Loss) brought forward from 
 Previous Year                                  -884.82      -884.61
 
 Balance carried forward                        -882.64      -884.82
 
 BUSINESS OPERATIONS
 
 During financial year 2011-12, there were almost nil business
 activities apart from doing investment activities in shares and
 securities.
 
 Your Company was in the business of cement manufacturing which was
 apparently shut down due to lack of working capital as well as looking
 to the requirements of new machineries, for which the Company is not
 having enough financial strength.
 
 The PBT of the Company stood at Rs. 3.12 Lac and PAT stood at Rs. 2.18 Lac
 which is not as per expectation of Company management. The Company is
 trying hard to bring some more fund or capital in order to enter into
 the new business activities which have been identified by the
 management.
 
 FUTURE PLANS
 
 The Company is looking for various aspects to arrange for its working
 capital; by way of loan from Bank or Corporate Houses, to raise money
 by way of issue of further shares or to bring into some strategic
 partners who can invest into the Company to bring back its old glory.
 
 DIVIDEND
 
 As the Company was in not in any business during the year and due to
 carried forward losses, the Company do not recommends any dividend
 during the year under review.
 
 SUBSIDIARY COMPANY
 
 The Company does not Subsidiary Company.
 
 MANAGEMENT DISCUSSION & ANALYSIS
 
 As required by Clause 49 of Listing Agreement, the Management
 Discussion and Analysis is annexed and forms part of the Directors''
 Report.
 
 MANAGEMENT
 
 There is no Change in Management of the Company during the year under
 review.
 
 DIRECTORS
 
 There is no change in composition of Board during the year under
 review.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
 the Directors confirm that:
 
 1.  In the preparation of the annuals accounts, for the year ended 31st
 March 2012, all the applicable accounting standards prescribed by the
 Institute of Chartered Accountants of India have been followed;
 
 2.  The Directors had adopted such accounting policies and applied them
 consistently and made judgments 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 and of the profit of the
 Company for that period.
 
 3.  The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4.  The Directors had prepared the annual accounts on a going concern
 basis.
 
 STATUTORY INFORMATION
 
 The Company being basically in the business of Capital & Money Market,
 requirement, regarding and disclosures of Particulars of conservation
 of energy and technology absorption prescribed by the rule is not
 applicable to us.
 
 INFORMATION TECHNOLOGY
 
 Your Company believes that in addition to progressive thought, it is
 imperative to invest in research and development to ascertain future
 exposure and prepare for challenges. In its endeavor to obtain and
 deliver the best, your Company has invested its money for acquiring
 latest Computer hardware and software.
 
 RESEARCH & DEVELOPMENT
 
 The Company believes that technological obsolescence is a reality. Only
 progressive research and development will help us to measure up to
 future challenges and opportunities. We invest in and encourage
 continuous innovation. During the year under review, expenditure on
 research and development is not significant in relation to the nature
 size of operations of your Company.
 
 AUDITORS
 
 The Auditors M/s Anil Sanklecha & Co., Chartered Accountants, Mumbai
 holds the office until the conclusion of ensuing Annual General
 Meeting. Your Company has received certificate from the Auditors U/S
 224(1B) of the Companies Act, 1956 to the effect that their
 reappointment if made, will be within the limit prescribed.
 
 The shareholders are requested to appoint Auditors and fix their
 remuneration.
 
 COMMENTS ON AUDITOR''S REPORT :
 
 The notes referred to in the Auditor''s Report are self explanatory and
 as such they do not call for any further explanation as required under
 section 217(3) of the Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 There were no employees in Company during the year under review.
 
 The information as required by provisions of section 217(2A) of the
 Companies Act, 1956 read with the companies (Particular of employees)
 amendments rules, 1988 is reported to be NIL.
 
 PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
 
 The Company is having no business other than the business of investing
 activities during the year under review and hence the information
 regarding conservation of energy, Technology Absorption, Adoption and
 innovation, the information required under section 217(1)(e) of the
 Companies Act, 1956 read with the Companies (Disclosure of particulars
 in the Report of Board of Directors) Rules 1988, is reported to be NIL.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Company has not earned or used foreign exchange earnings/outgoings
 during the year under review.
 
 PUBLIC DEPOSITS
 
 During the year under review, your Company has not accepted any
 deposits from the public within the meaning of section 58A of the
 Companies Act 1956 and the rules there under.
 
 REPORT ON CORPORATE GOVERNANCE
 
 The Company conforms to the norms of Corporate Governance as envisaged
 in the Companies Act, 1956 and the Listing Agreement with the Bombay
 Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
 a Report on the Corporate Governance and the Auditors Certificate on
 Corporate Governance are annexed to this report.
 
 APPRECIATION
 
 Your Directors wish to place on record their appreciation towards the
 contribution of all the employees of the Company and their gratitude to
 the Company''s valued customers, bankers, vendors and members for their
 continued support and confidence in the Company.
 
 Kolkata, August 22, 2012                         By order of the Board
 
                                     For VAISHNO CEMENT COMPANY LIMITED 
 
 Registered Office :
 
 Vaishno Chambers
 
 6, Brabourne Road                                        R. K. JAISWAL
 
 Kolkata-700 001                                               Chairman