Directors Report of Abhishek Infraventures Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS,

STATE OF AFFAIRS:

(in Rs.)

Particular 2014-2015 2013-2014

Gross Income 2,44,86,601 5,47,47,590

Profit Before Interest and Depreciation 7,33,098 3,14,748

Finance Charges - -

Gross Profit 7,33,098 3,14,748

Provision for Depreciation 911 1,073

Net Profit Before Tax 7,33,098 3,14,748

Provision for Tax 2,27,105 1,01,406

Net Profit After Tax 5,05,993 2,13,342

During the year under review, the Company has recorded an income of Rs. 2,44,86,601 and the profit of Rs. 5,05,993 in financial year 31.03.2015 as against the income of Rs. 5,47,47,590 and net profit of Rs. 2,13,342 in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company is under the process of shifting of its registered office from the present address to State of Telangana and has filed forms with the ROC.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. DIVIDEND:

Your Directors have not recommended dividend for the year.

5. BOARD MEETINGS:

The Board of Directors met 8 times respectively on 30.05.2014, 08.08.2014, 25.08.2014, 14.11.2014, 27.12.2014, 29.01.2015, 14.02.2015 and 27.03.2015 during this financial year.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Mr. Omprakash Kovuri was appointed as an Additional Director of the Company w.e.f. 01.12.2014, Mr. Venkataramana Sanapala Reddy, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy, Mrs. Burugu Srilatha and Mr. Ramachandra Murthy Adiraju were appointed as Additional Directors of the Company w.e.f. 27.03.2015.

Mr. Narendra Yadagiri Vila, Mr. Kathirvel Kasthuri, Mr. Narendra Yadagiri Vila, Ms. Sneha Bindra and Mr. Naveen Bellam Konda resigned from the office of Directorship citing personal reasons during the year. The Board places on record its sincere appreciation for the valuable services rendered by them during their tenure as directors of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have the upper age limit of retirement of Independent Directors from the Board and their appointment will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint the Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Member proposing candidature of the Directors namely Mr. Venkataramana Sanapala, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.abhishekinfra.co.in

In accordance with the Companies Act, 2013 read with Articles of Association of the company the Director, namely Mr. G. Madhusudhana retires by rotation and being eligible, offers himself for re-appointment at this ensuing Annual General Meeting. Your Directors recommend his re-appointment.

During the year, Mr. Ramachandra Murthy Adiraju was appointed as CFO of the Company w.e.f. 27.03.2015.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING

DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section

(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the HRNR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re- assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three financial years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three financial year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non- profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the Companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination & Remuneration Committee shall take into account the nature of , and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means directors appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the Nomination & Remuneration committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the HRNR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mr. Venkataramana Sanapala, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha the Independent Directors of the Company, under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). (Format Annexure II)

8. COMPOSITION OF AUDIT COMMITTEE:

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 22.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 30.05.2014, 07.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of

Name Designation Category



*Mr. V Narendra Chairman NED (I)

*Mr. Venkataramana Sanapala Member NED (I)

*Mr. Varra Chinnapureddy Member NED (I)

*Mrs. Sneha Bindra Member NED (I)

*Mr. K Kasthuri Member ED (Professional)

*Mr. Kachipuram Srikanth Chairman NED (I)

Name No. of No. of meetings meetings held attended

*Mr. V Narendra 4 4

*Mr. Venkataramana Sanapala 1 1

*Mr. Varra Chinnapureddy 1 1

*Mrs. Sneha Bindra 4 4

*Mr. K Kasthuri 4 4

*Mr. Kachipuram Srikanth 1 1

* Resigned w.e.f. 27.03.2015

* Resigned w.e.f. 29.01.2015

* Appointed w.e.f. 27.03.2015

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition, meetings and the attendance during the year:

The Details of composition of the Committee are given below:

Name Designation Category

*Mr. V Narendra Chairman Chairman

*Mrs. Sneha Bindra Member Member

*Mr. Naveen Bellam Konda Member Member

*Mr. Venkataramana Sanapala Member Member

*Mr. Kachipuram Srikanth Member Member

*Mr. Varra Chinnapu Reddy Chairman Chairman

* Resigned w.e.f. 27.03.2015

* Resigned w.e.f. 29.01.2015

* Appointed w.e.f. 14.02.2014

NED (I) : Non Executive Independent Director

B.) Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Board has designated Ms. Safruna Panjwani, Company Secretary of the Company as the Compliance Officer.

The Company has designated an exclusive e-mail ID called [email protected] for redressal of shareholders' complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Kachipuram Srikanth Chairperson NED(1)

Mr. Varra Chinnapu Reddy Member NED(1)

Mr. ASR Murthy Member ED

NED (I) : Non Executive Independent Director

ED : Executive Director

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The same has been placed on the website of the Company www.abhishekinfra.co.in

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected 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 and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. UN PAID / UN CLAIMED DIVIDEND:

The Company does not have any unpaid / unclaimed dividend.

13.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There is no subsidiary / Joint Venture / Associate Company.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

15. STATUTORY AUDITORS:

During the year the auditor M/s P.P. Raju & Co., Chartered Accountants, Hyderabad, have resigned w.e.f. 27.12.2014 and the casual vacancy was filled by appointing M/s. M M Reddy & Co., Chartered Accountants, Hyderabad who gave their consent to hold the office till the ensuing Annual General Meeting.

The Auditors, M/s M M Reddy & Co,, Chartered Accountants, Hyderabad, retire as Statutory Auditors of the Company to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting at remuneration as may be fixed by the Board of Directors of the Company.

16. INTERNAL AUDIT:

M/s. Chanamolu & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek Surana, Practicing Company Secretary is annexed to this Report as annexure.

18. QUALIFICATIONS IN AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

As per the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Vivek Surana, Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31,2015. Secretarial Audit Report issued by Vivek Surana, Practicing Company Secretary in form MR-3 is enclosed herewith.

Secretarial auditors have observed that, there is no Company Secretary appointed and the internal auditors were appointed by a delay of one month.

The Company is in the process of identifying a suitable candidate to be appointed as a Company Secretary in the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

21 .SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

During the period under review the Company has maintained adequate Internal Financial Controls with reference to the Financial Statements.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

Secured Loans : Nil

Current Investments: 14,00,000

25. CREDIT & GUARANTEE FACILITIES:

The Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

26. RISK MANAGEMENT POLICY:

Statement indicating development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the company

27. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. RELATED PARTY TRANSACTIONS:

There are no related party transactions during the year.

29. FORMAL ANNUAL EVALUATION:

Statement about the manner in which the formal evaluation made by the Board of its own performance and that of its committees and individual Directors.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

No remuneration has been given to any of the directors during the financial year 2014-15.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedabad Stock Exchange where the Company's Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than 10 Crores and Net worth of the Company is less than 25Crores, hence Corporate Governance is Not Applicable.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares

Pursuant to sections 42 and 62(1)(c) of the Companies Act, 2013 and all other applicable provisions, the Company has issued 30,00,000 Equity Shares on Preferential basis to the Promoters and the others in the Extra ordinary general meeting held on 23.01.2015.

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

38. ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board For Abhishek Infraventures Limited

Sd/- Sd/- K. Omprakash A S R Murthy Place: Hyderabad Whole-Time Director Whole-time Director Date: 15.05.2015 (DIN: 03125398) (DIN: 02699745)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 30th Annual Report on the business and operations of Abhishek Infraventures Limited and the Financial Accounts of the company for the Financial Year ended on March 31,2014.

FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Income 547.47 9.08

Expenditure 544.33 8.75

Profit after tax 2.13 0.21

PERFORMANCE REVIEW:

The company's total revenues for the year under review were Rs. 547.77 lakhs as compared to Rs. 9.08 lakhs during the previous financial year. The company had earned a profit of Rs. 0.33 lakhs before tax in the current financial year as compared to Rs. 3.14 lakhs profit before tax in the previous Financial Year.

DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

RESERVES:

A sum of Rs. 2.13 lakhs was transferred to Reserves & Surplus during the financial year 2013-2014.

PUBLIC DEPOSITS:

Your Company has no public deposits. Further it has neither accepted nor renewed any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on the Delhi Stock Exchange Limited & Ahmedabad Stock Exchange Limited.

DIRECTORS:

Mr. Sunil Kumar, Mr. Kishore Bhatia, Mr. Manoj Kumar and Mr. Ajay Sharma resigned from the office of Directorship citing personal reasons during the year. The Board places on record its sincere appreciation for the valuable services rendered by them during their tenure as directors of the company.

During the year, Mr. V Narendra, Ms. Sneha Bindra and Mr. Naveen Bellam Konda were appointed as Additional Directors w.e.f. 30.05.2014, 25.08.2014 & 25.08.2014 respectively.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. V Narendra, Ms. Sneha Bindra and Mr. Naveen Bellam Konda for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.abhishekinfra.co.in.

Mr. K. Kasthuri will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re- appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement for the financial year ended 2013-14, it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

* That the Directors have selected such accounting policies and applied them consistently 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 of the Company for the year under consideration.

* That the Directors have 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 and detecting fraud and other irregularities.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

COMPLIANCE CERTIFICATE:

Your company has obtained a secretarial compliance certificate under proviso to subsection (1) of section 383A of Companies Act, 1956 from a practicing company secretary which forms part of this report.

CORPORATE GOVERNANCE:

As the paid-up capital of the Company is less than Rs. 3 crores, Corporate Governance is not applicable to the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

INSURANCE:

The company does not have any fixed assets.

SUBSIDIARY :

The company does not have any Subsidiary

CAPITAL OF THE COMPANY:

The Authorised Share Capital of the Company is Rs. 3,50,00,000/- divided into 35,00,000 equity shares of 10/- each, Paid up share capital is Rs. 24,90,000/- divided in to 2,49,000 equity shares of Rs. 10/- each.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given elsewhere in the Annual Report.

AUDITORS:

M/s. P.P. Raju & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2018, subject to ratification of their appointment at the subsequent AGMs.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, G. Madhusudhana, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Abhishek Infraventures Limited

Sd/- K Kasthuri Whole -Time Director

Sd/- Place: Hyderabad G Madhusudhana Date: 25.08.2014 Whole -Time Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present their 29th Annual Report on the business and operations of Executive Stock Broking Services Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2013.

FINANCIAL RESULTS :

(Rs. in lacs)

Particulars 2012-13 2011-12 Income 9.08 8.46 Expenditure 8.75 7.97 Profit after tax 0.21 0.33

PERFORMANCE REVIEW :

The company's total revenues for the year under review were Rs. 9,08,144/- as compared to Rs. 8,45,750/- during the previous financial year. The company had earned a profit of Rs. 32,674/- after tax in the current financial year as compared to Rs. 48,329/- profit after tax in the previous Financial Year.

DIVIDEND :

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS :

Your Company has no fixed deposits. Further it has neither accepted nor renewed any Fixed Deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 during the year under review.

LISTING :

The equity shares of your company are listed on the Delhi Stock Exchange Limited & Ahmedabad Stock Exchange Limited

DIRECTORS :

Mr. Ajay Sharma, Director of the Company, retires by rotation at the ensuing Annual General Meeting of your Company and, being eligible, offers himself for the re-appointment. Your Board has recommended his re-appointment.

During the year under review, Mr. G Madhusudhana and Mr. K Kasthuri were appointed as Additional Directors w.e.f. 03.06.2013.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement for the financial year ended 2012-13, it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended March 31, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

* That the Directors have selected such accounting policies and applied them consistently 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 of the Company for the year under consideration.

* That the Directors have 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 and detecting fraud and other irregularities.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2013 on a going concern basis.

CHANGE OF NAME:

The Company has obtained the consent of members through Postal Ballot for change of name from M/s Executive Stock Broking Services to M/s Abhishek Infraventures Limited and applied for the same with the Registrar of Companies.

CHANGE OF OBJECTS :

The Company has also obtained the consent of the members for change of objects from stock broking to infra objects through Postal Ballot and filed the same with the Registrar of Companies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL 2. Technology absorption, adoption and innovation : NIL C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT :

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given elsewhere in the Annual Report.

AUDITORS :

M/s RMA & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and expressed their unwillingness to continue as auditors. M/s P. P. Raju & Co have given their assent to act as statutory auditors stating their appointment will be within the limits specified under section 224 (1B) of the Companies Act.1956 and will be appointed as new auditors of the Company in place of M/s. RMA & Associates. The Board recommends appointing of M/s P. P. Raju & Co as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

CORPORATE GOVERNANCE :

As the paid-up capital of the Company is less than Rs. 3 crores, Corporate Governance is not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT :

The shareholders,

I, G. Madhusudhana, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Executive Stock Broking Services Limited Sd/- Place: Hyderabad G Madhusudhana Date: 13.08.2013 Director

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Mar 31, 2012

Dear Members

The directors are pleased to present their 28th annual report on the business and operations of Executive Stock Broking Services Limited and the financial accounts of the company for the financial year ended on March 31 , 2012.

FINANCIAL RESULTS:

PARTICULARS:

(Rs. In Lakhs)

31.03.2012 31.03.2011

Gross Receipts 8.46 7.98

Profit before Depreciation and Taxation 0.50 0.45

Less: Depreciation 0.02 0.02

Profit before Taxation 0.48 0.43

Provision for Taxation 0.16 0.18

Profit after Taxation 0.33 0.28

FINANCIAL RESULTS:

The company's total revenues for the year under review were Rs 8,45,750/- as compared to Rs. 7,98,035/- during the previous financial year. The company had earned a profit of Rs 48,329/- before tax in the current financial year as compared to Rs. 43,536/- profit before tax in the financial year 2010-11.

DIVIDEND:

In view of insufficiency of profits, your directors regret their inability to recommend dividend for the year under review.

DIRECTORS:

Mr. Sunil Kumar, Director of the company retires by rotation at the ensuring Annual General Meeting of your company and, being eligible, offers himself for the re-appointment.

Your Board has recommended his re- appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the companies act, 1956 with respect to director's responsibility statement for the financial year ended 2011 -2012, it is hereby confirmed.

That in the preparation of annual accounts for the financial ended March 31, 2012, The applicable accounting standards has been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 the year under consideration.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

That the directors have prepared the annual accounts of the company for the financial year ended March 31,2012 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

A Secretarial Compliance certificate, furnished by a practicing company secretary pursuant to section 383A of the companies act, 1956 and in accordance with companies (Compliance certificate) Rules 2001 is attached herewith.

AUDITORS REPORT:

The observation made by the Auditors are self - explanatory & do not require further classification.

AUDITORS:

M/s RMA & Associates, chartered accountants and the Statutory Auditors of the company retires at the forthcoming annual general meeting and being eligible offer themselves for reappointment the company has received a certificate from the auditors stating that if re-appointed, their appointment will be within the limits specified under section 224 (1B) of the companies act. 1956. The board recommends reappointing M/s RMA Associates as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

PARTICULARS OF EMPLOYEES:

During the financial year under review, there are no employees in the company whose particulars are required to be given under section 217 (2A) of the companies act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the companies act (disclosure of particulars in report of board of directors) Rules, 1988 are furnished hereunder:

Conservation of energy : The operations of the company are not energy intensive.

Technology Absorption : Not applicable

Foreign Exchange Earnings and out go : There was no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

Your company has no fixed deposits. Further it has neither accepted nor renewed any fixed deposits from the public within the meaning of section 58 A of the companies act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

CORPORATE GOVERNANCE:

Since the Share capital of the company is less than 3 crores Corporate Governance is not applicable to the company.

By the order of the Board For Executive Stock Broking Services Ltd.

Sd/- (Sunil Kumar) Chairman

Place: New Delhi Dated: 27th August, 2012

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Mar 31, 2011

Dear Members

The directors are pleased to present their 27th annual report on the business and operations of Executive Stock Broking Services Limited and the financial accounts of the company for the financial year ended on March 31 , 2011.

FINANCIAL RESULTS:

PARTICULARS: (Rs. In Lakhs)

31.03.2010 31.03.2011

Gross Receipts 7.98 7.55

Profit before Depreciation and Taxation 0.45 0.49

Less: Depreciation 0.02 0.02

Profit before Taxation 0.43 0.47

Provision for Taxation 0.18 0.15

Profit after Taxation 0.25 0.32

FINANCIAL RESULTS

The company's total revenues for the year under review were Rs. 7,98,035/- as compared to Rs. 7,55,250/- during the previous year. The company had earned a profit of Rs 43536/- before tax in the current financial year as compared to Rs. 47,058/- profit before tax in the financial year 2009-10

DIVIDEND:

In view of insufficiency of profits, your directors regret their inability to recommend dividend for the year under review .

DIRECTORS:

At the ensuring annual general meeting Mr. Kishore Bhatia, Director of the company retires by rotation and being eligible offers himself for appointment. Your directors recommend his reappointment in the overall interest of the company .

During the under review, Mr. Satish Garg, Director of the company, resigned from the directorship of the company w.e.f. 30/12/2010 due to some personal reasons. The board places on records its sincere appreciation towards the sincere and dedicate efforts made by Mr Satish Garg for upliftment of the business of the company.

Further, Mr. Ajay Sharma and Mr. Manoj Kumar were appointed as additional directors of the company w.e.f. 01/12/2010 to hold the office till the conclusion of the forthcoming annual general meeting of the company during the year under review.

As per the provisions of section 260 of the companies act, 1956 these directors hold office only upto the conclusion of this annual general meeting and are eligible for appointment as directors. The company has received a notice under section 257 of the companies act, 1956, in respect of the aforesaid candidates, proposing their appointment as directors of the company.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the companies act, 1956 with respect to director's responsibility statement for the financial year ended 2010-2011 , it is hereby confirmed.

That in the preparation of annual accounts for the financial ended march 31, 2011 , The applicable accounting standards have been followed along with proper explanation relating to material departures.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 the year under consideration.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the companies act, 1956 for safeguarding the assets of the company and detecting fraud and other irregularities.

That the directors have prepared the annual accounts of the company for the financial year ended march 31,2011 on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance certificate, furnished by a practicing company secretary pursuant to section 383A of the companies act, 1956 and in accordance with companies (Compliance certificate) Rules 2001 is attached herewith.

AUDITORS REPORT:

The observation made by the Auditors are self - explanatory & do not require further classification.

AUDITORS:

M/s RMA & Associates, chartered accountants and the Statutory Auditors of the company retires at the forthcoming annual general meeting and being eligible offer themselves for reappointment the company has received a certificate from the auditors stating that if re-appointed, their appointment will be within the limits specified under section 224 (1B) of the companies act. 1956. The board recommends to reappoint M/s RMA Associates as the Statutory Auditors of the company to hold office from the date of this annual general meeting till the conclusion of next annual general meeting of the company.

PARTICULARS OF EMPLOYEES:

During the financial year under review, there are no employees in the company whose particulars are required to be given under section 217 (2A) of the companies act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the companies act (disclosure of particulars in report of board of directors ) Rules, 1988 are furnished hereunder:

Conservation of energy : The operations of the company are not energy intensive.

Technology Absorption : Not applicable

Foreign Exchange Earnings and out go : There was no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

Your company has no fixed deposits. Further it has neither accepted nor renewed any fixed deposits from the public within the meaning of section 58 A of the companies act, 1956 during the year under review.

LISTING:

The equity shares of your company are listed on Delhi Stock Exchange Limited.

During the year 2010-11, the equity shares of your company also got listed on Ahmedabad Stock Exchange Limited.

CORPORATE GOVERNANCE:

Since the Share capital of the company is less than 3 crores Corporate Governance is not applicable to the company.

By the order of the Board For Executive Stock Broking Services Ltd.

Sd/- (Sunil Kumar) Chairman

Place: New Delhi Dated: 1st September, 2011