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Directors Report of Aqua Pumps Infra Ventures Ltd.

Mar 31, 2014

To the Members

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31,2014.

Financial Highlights:

A snapshot of the Related & Consolidated financial performance summary of Choice Infra Ventures Limited for the year 2013-14 summarized below:

(Rsin Lakhs) Paticular Year ended Year ended Total Income 4363.07 3135.71

Total Expenditure 4233.50 3009.88

Profit Before Tax 129.57 125.83

Provision for Tax 41.99 41.33

Profit After Tax 87.58 84.50

Add: Surplus brought forward during the year 142.78 58.28

Profit available for Appropriations 87.57 84.50

Appropriations: Nil Nil

Surplus carried forward 230.35 142.78

Results of Operations:

The global economic climate posed several challenges, but we made the best use of our resources and abilities for growth. The overall performance for the year spelled growth, both for us and for our clients. During the financial year the Company''s Gross Income was Rs. 4363.07 Lakhs. The Profit before Tax for the FY 2013-14 increased by 2.97% to Rs.129.57 Lakhs as against Rs.125.83 Lakhs in FY 2012-13. The Net Worth of the Company as on March 31, 2014 was Rs.3173.11Lakhs as against Rs.3085.54 Lakhs as on March 31,2013.

Dividend:

In order to conserve the resources, your Directors does not recommend any dividend for the year ended March 31,2014. Deferred Tax:

In terms of Accounting Standard on ''Accounting for Taxes on Income ''(AS -22) a sum of'' 0.69 Lakhs has been debited from the Profit & Loss Account being Deferred Tax Liability for the year under review.

Public Deposits and Loans/Advances:

During 2013-14, your Company has not accepted any deposits from the public within meaning of Section 58A of the Companies Act, 1956.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

Subsidiary Company:

Your company has one subsidiary company Choice Realty Private Limited pursuant to Section 370 of Companies Act, 1956.

As required under the provisions of Section 212 of the Companies Act, 1956, a statement of the holding company''s interest in the subsidiary companies is attached as and form part of this report.

In view of the general exemption under section 212(8) of Companies Act, 1956 granted by Central Government vide MCA circular No.2/2011 dated 8th February, 2011 the required disclosures in respect of subsidiary companies are not enclosed along with this report. However, we undertake that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Registered Office of the company and of the subsidiary companies concerned on working day during business hours. The consolidated Financial Statement presented by the Company includes financial results of its subsidiaries.

Operations and Management Discussion & Analysis:

The current year''s operations are covered in the Management Discussion and Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this annual report.

Corporate Governance:

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report.

Particulars Of Employees:

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption And Foreign Exchange Earnings And Outgo:

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

Directors:

In light of the provisions of section 152 of the Companies Act, 2013, CA Arunkumar Poddar (DIN : 02819581), Director of the Company, who is retiring by rotation at the 21st Annual General Meeting has not sought re-appointment. It is

proposed not to fill up the vacancy thereby caused.

With the enactment of the Companies Act, 2013 (Act) it is now incumbent upon every listed Company to appoint Independent Directors as defined in section 149 of the Act, who are required to be appointed for a term of maximum of 5 (five) consequent years and Independent Directors shall not be liable to retire by rotation and pursuant to clause 49 of the Listing Agreement with Stock Exchanges (to come into force w.e.f. 1 October, 2014), a person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only. Hence, Mr. Hasmukh Mehta, Mr. Rameshchandra Purohit and Mr. Lalit Megnhnani are proposed to be appointed for a period as mentioned in the notice from the conclusion of this Annual General Meeting Accordingly.

The Independent directors have filed requisite declarations with the Company under section 149 (7) of the Act to the effect that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CA Govind Ram Patodia has retired as director in the company with effect from September 16, 2013 due to his personal commitments. The resignation has been duly accepted by the Board. The Board places on record its sincere appreciation for the valuable services rendered by CA Govind Ram Patodia during his tenure.

Brief resume of the Directors proposed to be re-appointed/appointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreements with the Stock Exchanges in India, are provided in the notice along with the 22nd Annual Report of the Company.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been 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 as at March 31,2014 and of Profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31,2014 on a ''going concern'' basis. Auditors:

The Statutory Auditors M/s Agarwal Desai & Shah, Chartered Accountants, having Firm Registration No124850W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s Agarwal Desai & Shah, Chartered Accountants., Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as

Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration as may be decided by the Board.

Auditors'' Report:

The Auditors Report to the shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

Establishment Of Vigil Mechanism:

As per the provisions of section 77 of Companies Act, 2013 and as per amendment in the Clause 49 of Listing Agreement, your Company has started working on formulation of Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

Voting Through Electronic Means:

Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of the amended Listing Agreement, your Company is taking necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means for the transactions which require approval through Postal Ballot. The Company has an agreement with the CDSL for e-voting facilities. This facility will be made available to all the members in financial year 2014-15.

Acknowledgment:

The Directors wish to express their appreciation of the continued support of the financial institutions, banks, government authorities, customers, vendors, members and other stakeholders during the year under review. The Directors also wish to thank employees at all levels for their contribution and co-operation throughout the year.

By Order of the Board of Directors

Sd/- Sd/- Kamal Poddar Arunkumar Poddar (Managing Director) (Director) DIN: 01518700 DIN: 02819581

Place: Mumbai Date: August 14, 2014


Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2012

Financial Highlights:

A snapshot of the standalone financial performance summary of Choice Infra Ventures Limited for the year 2011-12 summarized below:

(Rs. in Lacs)

Particulars Year Ended 31.03.2012 Year Ended 31.03.2011

Total Income 483.43 33.25

Total Expenditure 438.15 28.40

Profit Before Tax 45.28 4.85

Provision for Tax 13.99 1.06

Profit After Tax 31.29 3.80

Add : Surplus brought forward during the year 26.99 23.19

Profit available for Appropriations 58.28 26.99

Appropriations: Nil Nil

Surplus carried forward 58.28 26.99

Results of Operations:-

Fiscal 2012 was a year of new explorations for us. The global economic climate posed several challenges, but we made the best use of our resources and abilities for growth. The overall performance for the year spelled growth, both for us and for our clients. The total income of the company has increased from Rs. 3,325,084 in FY 2010-11 to Rs. 48,342,824 in FY 2011-12.

Dividend:

In order to conserve the resources, your Directors did not recommend any dividend for the year ended March 31, 2012.

Deferred Tax:

In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS -22) a sum of Rs. 1.58 Lacs has been debited from the Profit & Loss Account being Deferred Tax Liability for the year under review.

Public Deposits and Loans/Advances:

During 2011-12, Your Company has not accepted any deposits from the public within meaning of Section 58A of the Companies Act, 1956.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

Increase in Share Capital:

During the year under review, the company has issued 1,00,00,000 warrants convertible into equity shares of Rs. 10 each at a price of Rs. 24 to promoters and others under the SEBI (ICDR) Regulations, 2009 on preferential basis. On October 1, 2011 the promoters and others had been allotted equity shares on conversion of warrants. Due to this, the outstanding issued, subscribed and paid up equity share capital increased from Rs. 5,12,76,000 to Rs. 15,12,76,000 as at March 31, 2012.

Change in Registered Office:

During the year, your Company has shifted its registered office from 202, Chartered House, Dr. C.H. Street, Marine Lines, Mumbai - 400 002 to Shree Shakambhari Coporate Park, Plot No. 156-158, Chakravarti Ashok Society, J. B. Nagar, Andheri (East), Mumbai - 400 099 w.e.f. October 06, 2011.

Change in the Name of the Company:

The Board at their meeting held on May 07, 2011 approved the change of name to 'Choice Infra Ventures Limited' and subsequently it was also approved by the shareholders vide Special Resolution passed in the Annual General Meeting of the Company held on June 06, 2011.

The name of the Company has been changed to M/s Choice Infra Ventures Limited w.e.f July 6, 2011 vide certificate of incorporation issued by ROC. The new name of the Company reflects the new business of the Company.

Acquisition of Choice Realty Private Limited:

During the year under review, the Company has acquired 52.38% of equity shares of Choice Realty Private Limited in July 2011. Consequently, M/s Choice Realty Private Limited is now the Subsidiary of the Company pursuant to Section 370 of Companies Act, 1956.

As required under the provisions of Section 212 of the Companies Act, 1956, a statement of the holding company's interest in the subsidiary companies is attached as and form part of this report.

In view of the general exemption granted by Central Government, vide MCA circular No.2/2011 dated 8th February, 2011 under Section 212(8) of the Companies Act, 1956, the required disclosures in respect of subsidiary companies are not enclosed along with this Report. However, we undertake that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Registered Office of the company and of the subsidiary companies concerned.

Directors:

Following are the changes in the Directors of the company since the last Annual General Meeting of the Company held on June 6,2011 :-

- CA. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant Patil, Mr. Anil N Nairi were appointed as Directors of the Company at the 19th Annual General Meeting held on June 06, 2011.

- Mr. Chandrakant D Patil retires by rotation and does not offer himself for reappointment. The Board of Directors of the Company acknowledges the contribution made by him in the growth of the Company, during his tenure as a Director of the Company.

- Mr. Anil N Nairi retires by rotation and does not offer himself for reappointment. The Board of Directors of the Company acknowledges the contribution made by him in the growth of the Company, during his tenure as a Director of the Company.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been 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 as at March 31,2012, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Appointment of Company Secretary and Compliance Officer:

Mr. Sandeep Likhamania, possessing the required qualification, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. February 7, 2012.

AUDITORS:

M/s. A. P. Sanzgiri & Co., Chartered Accountants, the Statutory Auditor of the company will retire at the conclusion of the ensuing Annual General Meeting and they have expressed his unwillingness to be reappointed as an auditor. In this regard the company has received a notice from a shareholder proposing the name of M/s Agarwal Desai & Shah

Chartered Accountants, as auditor in place of M/s. A. P. Sanzgiri & Co., Chartered Accountants. Members may consider the appointment of M/s Agarwal Desai & Shah, Chartered Accountants as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting to the conclusion of next Annual General Meeting.

AUDITORS' REPORT:

The Auditors Report to the shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

LISTING OF SHARES

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited.

PARTICULARS OF EMPLOYEES

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

We have documented our internal policies on corporate governance. In line with the committee's recommendations, the Management's discussion and analysis of the financial position of the Company is provided in this Annual Report.

GREEN INITIATIVE

The Ministry of Corporate Affairs Government of India, through its Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the e-mail address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit. Keeping in view the above, your Company proposes to send documents such as the Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., henceforth to the shareholders in Electronic Form, to the e-mail address provided by them and/or made available to the Company by the Depositories.

The Company solicits active cooperation of shareholders in helping the Company to implement the e-governance initiatives of the Government

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors, members and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. We look forward to continued support of all these partners in progress.

By Order of the Board of Directors

Sd/-

Place: Mumbai Govind Patodia

Date: August 6, 2012 Director


Mar 31, 2011

The Directors have the pleasure in presenting the Nineteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31,2011

Performance of the Company (Rs in Lakhs)

Particulars Year Ended as on Year Ended as on 31.03.2011 31.03.2010

Total Income 33.25 27.11

Total Expenditure 28.40 19.85

Profit Before Tax 4.85 7.26

Provision for Tax 1.06 2.25

Profit After Tax 3.80 5.32

Add: Surplus brought forward during the year 23.19 17.88

Profit available for Appropriations 26.99 23.20

Appropriations: Nil Nil

Surplus carried forward 26.99 23.20

Results of Operations:

Fiscal 2011 was a year of new explorations for us. The global economic climate posed several challenges, but we made the best use of our resources and abilities for growth. The overall performance for the year spelled growth, both for us and for our clients. The revenues of the company have registered a growth at 22.51% higher as compared to previous year. Your company has entered into a new business segment namely Real Estate which has contributed nearly 61.04% of the total revenues.

Deferred Tax

In terms of Accounting Standard on Accounting for Taxes on Income (AS -22) a sum of Rs 0.27 lakhs has been credited to the Profit & Loss Account being Deferred Tax Asset for the year under review.

Dividend

In order to conserve the resources, Your Directors did not recommend dividend for the year ended March 31,2011.

Management Discussion and Analysis

Statements made in this Management Discussion and Analysis contain certain forward looking statements based on various assumptions on the Companys present and future business strategies and the environment in which it operates. Actual results may vary significantly from the forward looking statements contained in this document due to various risks and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India, new government regulations and policies that may impact the Companys business as well as its ability to implement the strategy. The information contained herein is as of the date referred and the Company does not undertake any obligation to update these statements.

A. Industry structure and developments

The overall growth of Gross Domestic Product (GDP) at factor cost at constant prices of Indian Economy, as per Advance Estimates, was 8.6 per cent in 2010-11 representing an increase from the revised growth of 8.0 per cent during 2009-10, according to the Advance Estimate (AE) of Central Statistics Office (CSO).

Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment that is driving corporations to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices.

The role of technology has evolved from supporting corporations to transforming them. There is an increasing need for highly skilled technology professionals in the markets in which we operate. At the same time, corporations are reluctant to expand their internal IT departments and increase costs. Infrastructure development, especially in emerging and middle-income economies, has become a prominent development issue, to the point where the current lack of infrastructure worldwide is a primary roadblock to further economic growth. Without sufficient power, water and transportation infrastructure, a host of interrelated issues arise.

There are two sides to the financial equation that governs infrastructure development. On the one hand are the infrastructure providers, which include power and water utilities, ports and airport operators, and authorities responsible for roads and railroads. Infrastructure providers typically invest substantial amounts of capital up-front in various infrastructure projects and then receive a return on their investment over a protracted period of time. Government infrastructure operators typically make investment and recoup their investments by other means, including higher tax revenues generated by the economic growth that sound infrastructure supports.

On the other hand there are the builders. The builders represent various types of market participants that together constitute the entire chain of project development, starting with engineering companies and ending with producers of key raw materials. The builders are the beneficiaries of the "up-front" spend on an infrastructure project and have little ongoing financial participation in the project, except as it pertains to maintenance

The output of Indias six core infrastructure industries, which account for 26.68 per cent of the countrys total industrial output, grew by 7.1 per cent year-on-year (y-o-y) in January 2011, on account of healthy production of crude oil, petroleum refinery products and electricity, according to the data released by the

Ministry of Finance, Department of Economic Affairs. A number of initiatives were taken in the course of the Eleventh Plan to accelerate the pace of investment in infrastructure. In particular, the government has taken several initiatives for standardizing the documents and processes for structuring and award of PPP projects in a transparent and competitive manner.

The government increased the allocation for infrastructure spending during 2011-12 by 23.3 percent to Rs 2.14 lakh crore in the Union Budget 2011-12.The increase in budgetary allocation for various infrastructure building activities will provide numerous order booking opportunities for the companies. At the same time, the move to boost funding avenues for infrastructure companies through the introduction of various financing schemes will help companies in the speedy and timely execution of infrastructure projects.

The continued thrust on infrastructure creation in the Union Budget 2011-12 is expected to ensure a steady stream of order inflows for construction companies. The Industry is expected to report a healthy growth in the coming years as well. Greater emphasis on timely execution of infrastructure projects and robust order books of companies will help the industry to continue the growth trajectory. During 2011-12 and 2012-13, the industry sales are expected to be 22.1 % and 20.2 %, respectively

Outlook

Overall, the outlook for the Engineering and Construction business remains good owing to a robust order book. The Governments commitment to revitalize the economic scenario through investment in infrastructure provides immense scope and opportunities to the business.

Looking at the enormous business potential in the infrastructure, real estate and construction industry the Board of Directors have come up with a proposal to enter into this market. The company has already made an entry into the real estate market in the fiscal 2010-11 and has been able to achieve good profit margins on the same. Thus, the Board has proposed to change the business activity from information technology and IT enabled services to infrastructure and allied services.

The Board of Directors has put the resolution for the change in the main activity for approval of the shareholders through postal ballot notice dated May 7,2011. Further to reflect the true nature of business, the Board has decided to change the name of the company from "ZENUINFOTEC LIMITED" to "CHOICE INFRA VENTURES LIMITED".

The Board has also inducted new Directors having expertise in the field of this business segment. Further the company has proposed to issue warrants convertible into equity shares to meet the financing needs of the long term projects and working capital requirements of the business. The details of all the above proposed plans have been laid in the Notice of Annual General Meeting for your approval.

Key Risks and its Management

The goal of Risk management is to improve the quality and consistency of the Companys earnings from the financing business and to minimize losses. This is achieved by identifying risk and controlling it at the earliest

Internal Controls and their Adequacy

Your Company has adequate internal control systems for business processes across various profit and cost centers, with regard to efficiency of operations, financial reporting, compliance with applicable laws and regulations etc.

Clearly defined roles and responsibilities for all managerial positions have been institutionalized. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements.

The Management Information System (MIS) is the backbone of your Companys control mechanism. All operating parameters are monitored and controlled regularly. Any material change in the business outlook is reported to the Board of Directors. Material deviations from the annual planning and budgeting, if any, are reported on a quarterly basis to the Board of Directors. An effective budgetary control on all capital expenditure ensures that actual spending is in line with the capital budget.

Human Resources

Your Company believes that its human resources are its greatest wealth. This intellectual resource is integral to the Companys ongoing operations and enables the Company to deliver superior performance year after year. Therefore, it is the endeavour of your Company to nurture and develop this wealth.

Corporate Social Responsibility

An Internal Environment Policy was finalized by Zenu Infotec Limited with a view to monitoring and minimizing the carbon footprint through resource efficiency and conservation.

Directors

Following are the changes in the Directorate of the company:-

- Mr. Devendra Deshmukh, Mr. Ashish Gupta, Mr. Amol Pande, Mr. Hasmukh Mehta and Mr.AnilGoyal were appointed as Directors of the Company at the 18th Annual General Meeting of the Company held on September 30,2010.

- Mr. Kan Singh was appointed as the Additional Director of the Company at the Board Meeting held on December 31,2010

- Mr. Padamchand Dhoot and Mr. Pankaj Dhoot have resigned from the Board w.e.f. December 31,2010. The Board places on record its sincere appreciation of the valuable services rendered by them during their tenure.

- Mr. Hasmukh Mehta retires by rotation and being eligible, offers for re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement with the Stock Exchanges, brief resume of the Directors being reappointed has been provided in the Notice convening the Annual General Meeting.

- Mr. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil, Mr. Anil N Nairi were appointed as Additional Directors of the Company at the Board Meeting held on May 7,2011, holds office till the ensuing Annual General Meeting and being eligible , offers themselves for appointment at the ensuing Annual General Meeting.

Resolutions seeking your approval for the appointment of Mr. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil, Mr. Anil N Nairi have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief about them.

Appointment of Compliance Officer

Mr. ChandrakantD.Patil was appointed as the Compliance Officer of the Company with effect from May 7,2011

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31,2011,the applicable accounting standards have been followed and that there are no material departures from the same;

ii. The Directors have been 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 as at March 31,2011, and of profit of the Company for the said period.

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability 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 detecting fraud and other irregularities; and

iv. The Directors have prepared the accounts for the financial year ended March 31,2011 on agoing concernbasis.

Auditors

The auditors, M/s A. P. Sanzgiri & Co, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The company has received letters from all of them to the effect their reappointed, if made, would be within the prescribed limits under Section 224(IB) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Said Act.

Auditors Report

The Auditors Report to the shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.

Listing of Shares

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited.

Public Deposits

During 2010-11, Your Company has not accepted any deposits from the public within meaning of Section 58A of the Companies Act, 1956.

Particulars of Employees

There were no employees drawing remuneration more than prescribed under Section 217(2A) of the Companies Act, 1956.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.

Further, there were no foreign exchange earnings or outgo during the year under review.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on the corporate governance practices, the Auditors Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as an annexure to this report.

We have documented our internal policies on corporate governance. In line with the committees recommendations, the Managements discussion and analysis of the financial position of the Company is provided in this Annual Report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors, members and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company. We look forward to continued support of all these partners in progress.

For and On behalf of the Board of Directors

Sd/-

Govind Patodia Director

Mumbai, May 7, 2011

 
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