Directors Report of Arihant Foundations & Housing Ltd.

Mar 31, 2016

Your Directors are pleased to present the Directors'' Report of your Company together with the Audited Financial Statements and the Auditors'' Report for the period ended 31st March, 2016. The summarized financial results for the Financial Year are as under:

WORKING RESULTS:

FINANCIAL PERFORMANCE:

During the year under review, company has Revenue from operation of Rs. 7181.66 Lakhs (Previous Year: Rs. 6608.21 Lakhs) and Other Income of Rs.1183.20 Lakhs (Previous Year: Rs.733.77 Lakhs), and the Gross Profit/ loss of the Company amounted to Rs.(792.55) Lakhs (Previous Year: Rs.158.04 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Profit/Loss after Tax is Rs.(521.63) Lakhs (Previous Year: Rs.128.85 Lakhs).

(Rs. In Lakhs

S. No.	Particulars	1st January 2015 to 31st March, 2016 (15 Months)	1st October 2013 to 31st December 2014 (15 Months)
I.	Total Revenue	8364.860	7341.986
II.	Total Expenses	9157.407	7183.938
III	Profit before exceptional and extraordinary items and tax (I-II)	(792.546)	158.047
IV	Exceptional items	-	-
V	Profit before extraordinary items and tax (III -IV)	(792.546)	158.047
VI	Tax expense:
	(1) Current tax	47.805	37.000
	(2) Deferred tax	(318.72)	7.807
VII	Profit (Loss) for the period from continuing operations	(521.632)	128.855
VIII	Transfer to Capital Redemption Reserve	-	-
IX	Profit (Loss) for the period (VII- VIII)	(521.632)	128.855

DIVIDEND

Your directors do not recommend any Dividend for the financial year ended 31st March 2016 as the company had incurred a loss during the current year. Hence, transfer to general reserves is not applicable.

DEPOSITS

During the year under review, the company didn''t raise funds by way of fixed deposits from Public.

Subsidiaries & Joint Ventures/Associates

There are four subsidiaries, four joint ventures, one associate of your Company as on 31st March, 2016. M/s Arihant Griha Limited, Vaikunt Housing Limited, Varenya Constructions Limited and Transperent Heights Real Estate Limited are the wholly-owned subsidiaries of your Company. M/s. Arihant Unitech Realty Projects Limited, North Town Estates Private Limited, Mangalagiri Realty Private Limited (formerly known as Arihant Indo-African Infra Developers and Builders Private Limited) and Escapade Real Estate Private Limited are Joint Venture entities of your Company. M/s. Heirloom Real Estate Private Limited is an Associate Company with 25% stake. Your Company does not have any material non-listed Indian Subsidiary Company. No Company ceases to be Subsidiary and no Company has been made Subsidiary during the year under review. Details of financial statements of subsidiaries is given in AoC-1 as Annexure 1.

Performance, Plans and Prospects of your Company

Your Company''s current year Projects:

During the year under review, the Company has executed and handed over 3 residential projects covering an area of 4.55 Lakh square feet. The Company''s Project managers are guided by policy and principle in the successful implementation and completion of various projects.

ONGOING PROJECTS

Project name	Location	Area (Sqft)
Arihant – Esta (Residential Complex)	Mugappair, Chennai	1,94,145
Arihant Tiara (Residential Complex)	Nandambakkam, Chennai	1,49,568
TOTAL		3,43,713

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments made during the year are given in the notes to the Financial Statements.

DIRECTORS:

Your Directors have played a very important role in the improvement of the Company''s Business Performance, Controls, Finances and Accounts, Compliances and Systems. Their active involvement and their critical and supportive monitoring have been of great value. They have brought in a breadth of experience and expertise coupled with commitment to the Company.

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board has appointed Mrs. Ann Amelia Gonsalvez as an independent woman Director of the Company In terms of section 149 read with section 152 of the Companies Act 2013, earlier in a meeting of the Board and later in the last AGM of the Company; being an Independent Director she is not liable to retire by rotation.

Mr.Harish Trivedi, Director of the Company resigned from the Board on 25.03.2015.

Mr.Ravikant Chaudry, Mr.Damodaran Arumugam and Mr.Karan Bhasin who were earlier Directors of the Company were appointed as independent directors for a period of 5 years from the date of last AGM pursuant to the provisions of Section 149 of the Companies Act, 2013.

In compliance of provisions of section 203 of the Companies Act, 2013 following persons have been designated as Key Managerial Personnel (KMP) of the company.

S. No.	Name	Designation	Designated w.e.f.
1	Kamal Lunawath	Managing Director	04/11/2005
2	Vimal Lunawath	Chief Financial Officer	04/11/2005
3	J. Meenakshi	Company Secretary	23/08/2013

B) DECLARATION BY INDEPENDENT DIRECTORS

A declaration by the Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 was taken on record by the Board in their meeting held on January 7, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http://www. arihantfoundations.com/investors-details/code-of-conduct/

The Company has also disclosed the Directors'' familiarization programme on its website http://www. arihantfoundations.com/investors-details/code-of-conduct/

The independent directors had met on 19.10.2015 and reviewed the performance of non-executive directors, chairman and executive directors and analyzed the flow of information to the Board. All the Independent directors were present at the meeting.

The Board also evaluated its own performance and that of its committees & Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year, 13(thirteen) Board Meetings and 5 (five) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

The Audit Committee had a number of meetings, both formal and internal interactions with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances. Given the increasing complexities presented by the new Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.

We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented.

Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies act 2013. The policy of remuneration of the Directors, KMPs and employees are stated elsewhere in the report.

FINANCE

All taxes and statutory dues have been paid. Payment of interest and installments to the Financial Institutions and Banks are being made as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by Mrs. G. Subhasree, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, is attached to this Report as Annexure 2 .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to Financial statements no. 34.

PARTICULARS OF EMPLOYEES:

Details of employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 to this annual report. Employees at all levels have performed well.

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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The number of complaints filed during the year was Nil.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm''s length pricing basis, and do not attract the provisions of Section 188 of the Companies Act, 2013 and within the ambit of Reg. 23 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Approval of shareholders is being sought in the current AGM for material related party transactions. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. http://www.arihantfoundations. com/investors-details/code-of-conduct.

Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure 4.

REMUNERATION POLICY OF THE COMPANY

The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii) the directors have taken proper and sufficient care to maintain 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.

iv) the directors have prepared the annual accounts on a going concern basis.

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks. Pursuant to the requirement of Reg. 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Business Risk Management.

Committee and the details of the Committee are as under:

S. No.	Name of the member	Category
1.	Mr. Ravikant Choudhry	Chairman, Non executive, Independent
2.	Mr. A. Damodaran	Member, Non executive, Independent
3.	Mr. Bharatkumar Jain	Member, Executive, Non Independent Director

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Obligation to incur expenses Corporate Social Responsibility are not applicable to your Company for the current year. A CSR committee of the Board however has been constituted and a policy on Corporate Social Responsibility Policy has been uploaded on the Company''s website http://www.arihantfoundations. com/investors-details/code-of-conduct/

STATEMENT PURSUANT TO LISTING AGREEMENT

Your Company''s shares are listed with the National Stock Exchange of India Ltd and the BSE Ltd. We have paid the respective annual listing fees and there are no arrears.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate governance is annexed herewith as Annexure 5. An extract of Annual Return is attached as Annexure 6.

AUDITORS

The Company has appointed M/s B.P Jain & Co., Chartered Accountants (Firm Registration no. 050105S) in the 22nd Annual General Meeting held on 30th June, 2015 on such remuneration as may be fixed by the Board of Directors subject to ratification by the members every year. The ratification of the auditors is proposed during the current year taking into account the provisions of the Act read with Removal of difficulties Third Order dated 30th June 2016. The Auditors have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

INTERNAL AUDITORS

The Internal Auditors M/s. Ernst & Young LLP have played an important role in strengthening the Systems and internal Controls within the Company.

SECRETARIAL AUDIT

The Board appointed Mrs. G.Subhasree, Practising Company Secretary, Chennai to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is attached to this Report as Annexure 7.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES OF THE COMPANIES ACT, 2013:

a) The ratio of the remuneration of each Director to the median employee''s remuneration for the financial year and such other details as prescribed is as given below:

S. No.	Name of the Director	Ratio
1.	Mr. Kamal Lunawath	2.275
2.	Mr. Vimal Lunawath	2.275
3.	Mr. Bharatkumar Jain	3.034

b) The median remuneration for the period from January 2015 to March 2016 Rs. 6,59,168/

c) The percentage increase in remuneration of the Managing Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Mr. Kamal Lunawath - (Managing Director) : N.A. Mr. Vimal Lunawath - (Chief Financial Officer) : N.A.

Mrs. J.Meenakshi - (Company Secretary) : N.A.

d) The percentage increase in the median remuneration of employees in the financial year: Nil

e) The number of permanent employees on the rolls of company: 29

f) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

Increase in remuneration is based on remuneration policy of the Company.

g) If remuneration is as per the remuneration policy of the company: Yes

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

ARIHANT FOUNDATIONS & HOUSING LIMITED

Sd/- Sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Place: Chennai Managing Director Whole time Director

Date: 26.05.2016 DIN: 00087324 DIN: 00586269

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Dec 31, 2014

Dear Members,

The Directors are pleased to present the Directors'' Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report for the Financial Year ended 31st December, 2014. The summarized financial results for the Financial Year are as under:

FINANCIALS

(Rs. in Lakhs) PARTICULARS 1st Oct 13 1st Oc 12 to 31st Dec 14 to 30th Sep 13 (15 months) (12 Months)

Income 7341.98 6912.86

Expenditure 5921.17 5629.65

Earnings before Interest, Depreciation and Tax 1420.81 1283.21

Interest 1262.77 815.92

Depreciation 75.92 60.05

Profit before Tax and Exceptional items -- 180.10

Profit before Tax 158.04 277.13

Provision for tax 29.19 60.00

Profit after Tax 128.85 167.13

APPROPRIATIONS

Proposed Dividend — —

Balance profit carried forward 128.85 167.13

IMPLEMENTATION OF COMPANIES ACT 2013

As per General Circular No. 08/2014 of Ministry of Corporate Affairs dated 04.04.2014 clarifies that, the financial statements (and documents required to be attached thereto), auditor''s report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956. However, as good corporate governance few important aspects are covered below:

a) DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The main objective of Risk Management is risk reduction and avoidance as also to help the Company identify the risks faced by the business and optimize the risk management strategies. The Company has a defined risk management framework. The company has laid down procedures to inform Board members about the risk assessment and minimization procedures and is responsible for framing, implementing and monitoring the risk management plan for the company.

The company has constituted a risk management committee, whose constitution is as below. It assists the Board in functioning of framing, implementing, monitoring and reviewing the Risk Management Plan, lays down procedures to inform the Board on the Risk Assessment and Minimization Procedures, review the said procedures periodically and to see whether the Executive Management controls the risks through properly defined framework, and such other functions as it may deem fit.

Constitution of Risk Management Committee:

S.No Name of the member Category

1 Mr. Ravikant Choudhry Chairman, Non executive Independent

2 Mr. A. Damodaran Member, Non executive, Independent

3 Mr. Bharat Jain Member, Executive, Non Independent Director

b) INTERNAL FINANCIAL CONTROL

Your Company has well defined and adequate internal controls and procedures, commensurate with its size and nature of its operations. This is further strengthened by the Internal Audit done concurrently.

Your Company has appointed M/s. Ernst & Young LLP, Major international accounting and consulting firm as the Internal Auditors of the Company. The Internal Auditors directly and periodically report to the Audit Committee as required by the Clause 49 of the Listing Agreement.

Besides, the Company has an Audit Committee, comprising Non-Executive Directors, to monitor its financial management, operations and systems.

The Audit committee at its meeting held on 14.11.2014 has evaluated the internal financial controls and risk management system accordingly.

c) EXTRACT OF THE ANNUAL RETURN:

The extract of Annual Return as provided under sub- section (3) of section 92 of the Act is covered in the Corporate Governance Report of this Annual Report.

d) NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS

The details of number of Board Meetings held during the year along with the dates of the meetings are covered in the Corporate Governance Report of this Annual Report.

e) AUDIT COMMITTEE

The Audit Committee composition under provisions of section 177 of the Act and Clause 49(III) of the Listing agreement are covered in the Corporate Governance Report of this Annual Report.

f) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility provisions are not applicable to your Company as your Company did not qualify the rules provided in Section 135 of the Companies Act, 2013.

PERFORMANCE

The Company''s total Income is Rs.73.42 crores during the financial year 2013-14 as against Rs.69.13 crores in the previous year 2012-13 and the Earnings before Interest, Depreciation and Tax (EBIDT) is Rs. 14.21 crores during the financial year 2013-14 as against Rs. 12.83 crores in the previous year 2012-13. The Profit after tax (PAT) for the financial year is Rs. 1.29 crores compared to previous year profit of Rs.1.67 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.101.02 crores and consolidated loss after tax stood at Rs. 16.31 crores as compared to the previous year consolidated loss after at Rs. 18.56. The earnings per Share (EPS) basic and diluted stands at Rs. 1.50 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 31st December, 2014.

This decrease in profit is primarily due to onetime settlement scheme entered into by the Company with the HUDCO and made a full and final settlement for the long pending claim filed against the Company by HUDCO before the Debt Recovery Tribunal (DRT), whereby the DRT vide its order dated 26/08/2011 ordered for payment of interest of 9% p.a. on Rs. 15,48,54,845/- with interest pendent lite and future thereon from 1.7.2004. Your Company has successfully settled a claim pending against it since 2004. This has significantly brought down the profits of the Company for the year under review. The other reasons for decrease include economic slowdown, depressed markets, increase in interest costs and cost of raw materials. A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

During the year under review, the Company has executed and handed over 2 residential projects covering an area of 4.19 Lakh square feet. The Company''s Project managers are guided by policy and principle in the successful implementation and completion of various projects.

ONGOING PROJECTS

Project name Location Area (Sqft)

Escapade Real Estate Pvt. Ltd. Villa Viviana- Phase II GST Road, 13,00,000 Township Project Chennai In association with J P Morgan India Property Fund

North Town Estates Pvt. Ltd. Perambur, 30,24,000 Township Project Chennai In association with PVP Ventures Ltd and Unitech Ltd.

Arihant Unitech Reality Projects Ltd Green Wood Thazambur, (Plotted development) Chennai 16,84,800

Arihant - Esta Mugappair, (Residential Complex) Chennai 1,94,145

Arihant Tiara Nandambakkam, (Residential Complex) Chennai 1,48,020

TOTAL 63,50,965

DIVIDEND

Your directors do not declare any Dividend for the financial year ended, 31st December 2014 due to inadequate profit and to Conserve reserves.

DEPOSITS

During the year under review, the Company did not raise funds by way of fixed deposits from the public.

SUBSIDIARY COMPANIES AND ITS ACCOUNTS

There are four subsidiaries of your Company as on 31st December, 2014. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and the related detailed information shall be made available to shareholders of 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 corporate office and registered office of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any shareholder on demand. No Company ceases to be Subsidiary and no Company has been made Subsidiary during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by Mrs. V. Padmapriya, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to Financial statements no. 33.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In compliance with the provisions of section 149, 152 and other applicable provisions, if any, of the Act, and listing agreement Mr. Ravikanth Choudhry (DIN: 00831721), Mr. Damodaran Arumugam (DIN: 00083139), Mr. Karan Bhasin (DIN: 02168581) & Mrs. Ann Gonsalvez (DIN: 07136630), are proposed to be appointed as Independent Directors (Non - Executive) of the Company for a term of five consecutive years from the conclusion of this Annual General Meeting, and shall not be liable to retirement by rotation. The brief resume of directors, who are to be appointed as stipulated under clause 49(II)(B) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 the affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That 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;

(vi) That 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.

AUDITORS

The company has appointed M/s B.P Jain & Co., Chartered Accountants (Firm Registration no.050105S) in the 22nd Annual General Meeting proposed to be held on 30th June, 2015 until the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be fixed by the Board of Directors subject to ratification of members every year.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the ematerialized on arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st December, 2014, 69,01,720 (Sixty Nine lakhs One thousand Seven hundred and Twenty only) shares have been ematerialized, representing 80.25% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2013-2014 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. The Exchange informed that it is in the process of voluntary winding up vide circular issued by SEBI dated 22.05.2014.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Details of unclaimed Dividend:

Financial Date of Unpaid Dividend Due date for Year Declaration amount. transfer of Dividend As on 30.09.2013 to IEPF. (Rs.)

2007- 08 20-03-2009 64,470.00 18-04-2016

2008- 09 26-03-2010 1,44,244.00 24-04-2017

2010- 11 30-03-2012 65,606.00 28-04-2019

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend once transferred to IEPF, cannot be claimed by the Shareholders.

THE COMPANIES (COST ACCOUNTING RECORD) RULES, 2011

As per the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31st December, 2014, cost audit is not applicable to your Company.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors ARIHANT FOUNDATIONS & HOUSING LIMITED

S/d. S/d.

(KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Cheif Financial Officer DIN: 00087324 DIN: 00586269

Place: Chennai Date: 27.02.2015

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Sep 30, 2013

The Directors take pleasure in presenting the 21st Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2013.

FinAnCiALs

(Rs. in Lakhs)

PArtiCuLArs 2012-13 2011-12

Income 6912.86 14392.54

Expenditure 5629.65 12960.08 Earnings before Interest,

Depreciation and Tax 1283.21 1432.46

Interest 815.92 820.83

Depreciation 60.05 56.35

Proft before Tax and

Exceptional items 407.24 555.28

Exceptional items 180.10 280.04

Proft before Tax 227.13 275.24

Provision for tax 60.00 61.99

Proft after Tax 167.13 213.25

APProPriAtions

Proposed Dividend 86.00

Balance proft carried forward 167.13 127.25

PerFormAnCe

The Company''s total Income is Rs.69.13 crores during the fnancial year 2012-13 as against Rs. 144 crores in the previous year 2011-12 and the Earnings before Interest, Depreciation and Tax (EBIDT) is Rs. 12.83 crores during the fnancial year 2012-13 as against Rs. 14.32 crores in the previous year 2011-12. The Proft after tax (PAT) for the fnancial year is Rs.1.67 crores compared to previous year proft of Rs. 2.13 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.141.83 crores and consolidated loss after tax stood at Rs. 18.56 crores as compared to the previous year consolidated PAT of Rs. 4.84 crores. The earnings per Share (EPS) basic and diluted stands at Rs.1.94 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2013.

It is evident from the above fgures that the performance of the Company has dropped slightly due to slow economic growth, high construction cost, high home loan interest, escalation of raw materials and steel prices in the real estate sector during the current reporting period. However it is expected that with increasing Government support in the real estate sector, the sector is bound to grow. A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

mAnAgement disCussion And AnALYsis rePort

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

ProJeCts

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company''s Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

diVidend

Your directors do not declare any Dividend for the fnancial year ended, 30th September 2013 due to inadequate profts.

dePosits

Your Company has not received any fxed deposits during the year.

suBsidiArY ComPAnies And its ACCounts

There are four subsidiaries of your Company as on 30th September, 2013. The fnancial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and the related detailed information shall be made available to shareholders of 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 Corporate offce and r egistered offce of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any shareholder on demand.

ConsoLidAted FinAnCiAL stAtements

In accordance with the Accounting Standard AS-21 on consolidated fnancial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on fnancial reporting of interest in Joint Venture, Auditors Report on the consolidated fnancial statements, audited consolidated Balance Sheet, Proft and Loss account and Cash fow statements are provided in the Annual Report.

rePort on CorPorAte goVernAnCe

Your Company ensures good corporate governance by implementing and complying with the policies, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certifcate issued by Mrs.V.Padma Priya, Practicing Company Secretary confrming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

ConserVAtion oF energY, teChnoLogY ABsorPtion, Foreign eXChAnge eArnings And outgo.

The necessary details are furnished in Notes to Financial statements no.33.

PArtiCuLArs oF emPLoYees under seCtion 217(2A)

During the year under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

direCtors

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ravikant Choudhry and Mr. Harish Trivedi, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

direCtors resPonsiBiLitY stAtement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confrm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have 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 affairs of the company at the end of the fnancial year and of the proft or loss of the company for that period.

iii. Proper and suffcient care have been taken to maintain adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

Auditors

M/s B.P. Jain & Co., Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

inVestor reLAtions

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2013, 66,06,320 (Sixty six lakhs Six thousand three hundred and twenty only) shares have been dematerialised, representing 76.81% of the subscribed capital.

Listing

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2012-2013 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a request to Madras Stock Exchange Limited for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time. By Order of the Board

For Arihant Foundations & Housing Limited

Sd/-

(J. Meenakshi)

Company Secretary

Place: Chennai

Date: 14.02.2014

---

Sep 30, 2012

The Directors take pleasure in presenting the 20th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2012.

FINANCIALS

(Rs. in Lakhs)

PARTICULARS 2011-12 2010-11

Income 14392.54 13461.43

Expenditure 12960.08 12320.65

Profit before Interest 1432.46 1140.78 and Depreciation

Interest 820.83 747.63

Depreciation 56.35 53.92

Profit before Tax and 555.28 339.23

Exceptional items -

Exceptional items 280.04 -

Profit before Tax 275.24 339.23

Provision for tax 61.99 87.68

Profit after Tax 213.25 251.55

Previous year provision for Dividend added back - 74.80

APPROPRIATIONS

Proposed Dividend 86.00 86.00

Balance profit carried forward 127.25 240.35

PERFORMANCE

The Company''s total Income is Rs.144 crores during the financial year 2011-12 as against Rs.135 crores in the previous year 2010-11. The Profit after tax (PAT) for the financial year is Rs.2.13 crores compared to previous year profit of Rs.2.51 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.225.74 crores and consolidated profit after tax (PAT) stood at Rs. 4.84 crores as compared to the previous year consolidated PAT of Rs.0.90 crores recording a four times increase in the consolidated profit. The earnings per Share (EPS) basic and diluted stands at Rs.2.48 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2012.

It is evident from the above performance that the Company has fetched substantial profit during the year from its JV and Associates as many of the projects of the Company is in JV and with its Associates. In the coming years the Company also foresee good profits from its own projects and the JV Projects.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company''s Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project details:

ONGOING PROJECTS

Project name Location Area (Sqft)

VILLA VIVIANA GST Road, 13,00,000 Township Project Chennai In association with J P Morgan India Property Fund

NORTH TOWN ESTATES Perambur, 21,26,880 Township Project Chennai In association with PVP Ventures Ltd and Unitech Ltd.

ARIHANT - FRANGIPANI Pudupakkam, Residential Complex Chennai 2,80,000

ARIHANT - PANACHE Arumbakkam, Chennai 1,05,400

ARIHANT - JASHN Egmore, (Mixed development) Chennai 36,831

GREEN WOOD Thazambur, (Plotted development) Chennai 39.665 acres

NEW PROJECT INITIATIVE:

ARIHANT - ''ESTA Mugappair, Residential Complex Chennai 1,94,145

DIVIDEND

Your directors pleased to recommend final dividend for the financial year ended 30th September, 2012 @ 10% i.e. Rs.1.00 per equity share on the paid-up equity shares of Rs.10/- each for the financial year ended 30th September 2012, which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 21st March 2013 and;

ii) all those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The fixed deposits have been repaid in full during the year.

SUBSIDIARY COMPANIES AND IT''S ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2012. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However the annual accounts of subsidiary companies and related detailed information shall be made available to shareholder''s of holding & 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 share holder''s in the corporate office and registered office of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the details of accounts of subsidiaries to any share holder on demand.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on investment in associates, AS-27 on financial reporting of interest in Joint Venture, Auditors Report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by M/s. B.P Jain & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to Financial statements no 29.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. A. L Jayabhanu and Mr. A Damodaran, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have 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 affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders'' and Investors'' Grievance Committee of the Board met to review the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2012, 6605720 (Sixty six lakhs Five thousands Seven hundred and twenty only) shares have been dematerialised, representing 76.81% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2011-2012 to the Stock Exchanges where its securities are listed. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each.

The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for Year Declaration Dividend transfer of Dividend amount to IEPF. As on 30.09.2012 (Rs.)

2004-05 24-03-2006 7488.20 22-04-2013

2005-06 23-03-2007 89,666.00 21-04-2014

2006-07 28-03-2008 1,92,744.00 26-04-2015

2007-08 20-03-2009 64,857.00 18-04-2016

2008-09 26-03-2010 1,44,331.00 24-04-2017

2010-11 30-03-2012 66,376.00 28-04-2019

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, cannot be claimed by the Shareholders.

THE COMPANIES (COST ACCOUNTING RECORD) RULES, 2011

The Ministry of Corporate Affairs vide notification dated 3rd June, 2011 have issued Companies (Cost Accounting Record) Rules, 2011 and made mandatory, the maintenance of cost accounting records and filing of a compliance report in respect thereto with Registrar of Companies for each financial year commencing on or after the 1 st day of April, 2011. The aforesaid Rule is applicable to your Company.

Pursuant to the aforesaid Rules, Mr. Srinivasan Ramachandran, Practicing Cost Accountant was appointed as a Cost Auditor of the Company and has submitted a duly certified copy of the Compliance Report, along with necessary Annexure in prescribed format. The observation made in the said report are self explanatory.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

Arihant Foundations & Housing Limited

Sd/- Sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Managing Director Whole time Director

Date:13.02.2013

Place: Chennai

---

Sep 30, 2011

The Directors commend the Resolution for your approval as an Ordinary Resolution.

DIRECTORS' REPORT

Your Directors take pleasure in presenting the 19th Annual Report to the Shareholders together with the Audited Ac- counts for the year ended 30th September, 2011.

FINANCIALS (Rs.in Lakhs)

PARTICULARS 2010-11 2009-10

Income 13461.43 14505.01

Expenditure 12320.65 13223.78

Profit before Interest and Depreciation 1140.78 1281.23

Interest 747.63 908.89

Depreciation 53.92 56.72

Profit before Tax 339.23 315.62

Provision for tax 87.68 105.56

Profit after Tax 251.55 210.06

Previous year provision for dividend added back 74.80 - APPROPRIATIONS

Proposed Dividend 86.00 74.80

Payment of Dividend for

Previous year 4.30

Balance profit carried forward 240.35 130.96

PERFORMANCE

The Company's total Income is Rs.135 crores during the financial year 2010-11 as against Rs.145 crores in the previous year 2009- 10. The Profit after tax (PAT) for the financial year is Rs.2.52 crores compared to previous year profit of Rs.2.10 crores. On consolidated basis, the total income of your Company and its subsidiaries and Joint venture stands at Rs.201.74 crores and consolidated profit after tax (PAT) stood at Rs. 0.90 crores. The earnings per Share (EPS) basic and diluted stands at Rs.2.93 considering the total equity capital of Rs.8.60 crores (86,00,000 equity shares of Rs.10/- each) as on 30th September, 2011.Sales has come down during the year. With stringent market condition, competition and the strict funding from Banks and Financial Institutions, your Company has made a profit of Rs.2.52 crores during the financial year.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

`The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Company's Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project Details

ONGOING PROJECTS

Project name Location Area (Sqft)

Villa Viviana

Township Project GST Road,

In association with Chennai 13,00,000

J P Morgan India

Property Fund

ARIHANT AmARA Poonamallee Residential Complex High Road, 1,45,000

Chennai

NORTH TOWN ESTATES

Township Project Perambur,

In association with Chennai 21,26,880

PVP Ventures Ltd

and Unitech Ltd.

ARIHANT -

FRANGIPANI Pudupakkam,

Residential Complex Chennai 2,80,000

ARIHANT - Arumbakkam,

PANACHE Chennai 1,05,400

ARIHANT - Jashn Egmore

(Mixed Chennai 36,831

development)

Green Wood Thazambur

Plotted development Chennai 39.665

Acres

DIVIDEND

Your directors pleased to recommend final dividend for the financial year ended 30th September, 2011 @ 10% i.e. Rs.1.00 per equity share on the paid-up equity shares of Rs.10 each for the financial year ended 30th September 2011, which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 22nd March 2012 and;

ii) all those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fxed deposits of Rs.1,40,28,560 as on 30.09.2011, which is 0.87 % of aggregate of paid up capital and free reserves of the Company.

SUBSIDIARY COMPANIES AND IT'S ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2011. The financial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report pursuant to Section 212 of the Companies Act, 1956. Ministry of Corporate Affairs vide its general circular no.2/2011 dated 8th February, 2011 has issued a direction under Section 212(8) of the Companies Act, 1956 granting general exemption with respect to the provision of section 212 of the Companies Act, 1956. With the consent of the Board and following the aforesaid direction, the annual accounts and other details of Subsidiary Companies are not attached. However these documents will be made available upon request by any member of the Company interested in obtaining the same.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-27 on financial reporting of interest in Joint Venture, auditors report on the consolidated financial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash fow statements are provided in the Annual Report.

CHANGES IN CAPITAL STRUCTURE

Issued and Paid up Share Capital: On 3rd February, 2011, your Company allotted 11,20,000 fully paid-up equity shares of Rs.10/- each to "Persons forming part of Promoter Group." and a body corporate upon conversion of remaining 11,20,000 convertible equity warrants (out of total 1550000 convertible equity warrants originally allotted on 05.08.2009 to persons forming part of Promoter Group and Body Corporate) on a preferential basis at a total exercise price of Rs.89/- (including premium of Rs.79/- ) in terms of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The issued and paid-up capital of the Company enhanced from Rs.74,80,000 equity shares of Rs.10/- each to 86,00,000 equity shares of Rs.10/- each.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certificate issued by M/s. B.P Jain & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN - EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to Accounts, point no.10.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vimal Lunawath and Mr. Bharat Jain, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have 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 affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain adequate accounting records in accordance with the pro- visions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders' requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders' and Investors' Grievance Committee of the Board met to re- view the redressal of investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2011, 6599420 (Sixty fve lakhs Ninety nine thousands Four hundred and twenty only) shares have been dematerialised, represent- ing 76.74% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2011-2012 to the Stock Exchanges where its securities are listed. During the year, 11,20,000 equity shares allotted upon conversion of 11,20,000 convertible warrants. These shares were listed at NSE on 13.04.2011 and BSE on 19.07.2011 respectively. The listed capital of the Company with BSE and NSE is 86,00,000 fully paid-up equity shares of Rs.10/- each. The Company had made a re- quest to Madras Stock Exchange Ltd for delisting its en- tire securities (70,00,000 equity shares of Rs.10/- each) voluntarily after obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in list- ing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVES- TOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A (5) of the Com- panies Act, 1956, the amount transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund established under Sub- section (1) of Section 205C of the Companies Act, 1956.

Unclaimed dividend amount of Rs.60,760/- relating to final dividend for the financial year end 30th September, 2003 was transferred to Investor Education and Protection Fund on 08.11.2011.

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for

Year Declaration Dividend transfer to IEPF.

of dividend as on 30.09.10 amount.(Rs.)

2004-05 24-03-2006 8,453.20 22-04-2013

2005-06 23-03-2007 90,856.00 21-04-2014

2006-07 28-03-2008 1,93,944.00 26-04-2015

2007-08 20-03-2009 65,057.00 18-04-2016

2008-09 26-03-2010 1,44,331.00 24-04-2017

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, cannot be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors

Arihant Foundations & Housing Limited

sd/- sd/-

(KAMAL LUNAWATH) (VIMAL LUNAWATH)

Managing Director Wholetime Director

Place : Chennai

Date: 29.11.2011

---

Sep 30, 2010

The Directors take pleasure in presenting the 18th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September, 2010. FINANCIALS (Rs.in Lakhs)

PARTICULARS 2009-10 2008-09

Total Income 14505.01 16014.66

Total Expenditure 13223.78 14972.75

Profit before Interest

and Depreciation 1281.23 1041.91

Interest 908.89 647.42

Depreciation 56.72 58.85

Profit before Tax 315.62 335.64

Provision for tax 105.56 57.35

Profit afiter Tax 210.06 278.29

APPROPRIATIONS

Transfer to General reserve -- 27.83

Proposed Dividend 74.80 70.50

Balance profit carried forward 135.26 179.96

PERFORMANCE

The Companys total Income is Rs.145 crores during the fnancial year 2009-10 as against Rs.160 crores in the previous year 2008-09. The Profit afiter tax (PAT) for the fnancial year is Rs.2.10 crores compared to previous year profit of Rs.2.80 crores. On consolidated basis, the total income of your Company and its subsidiaries stands at Rs.145.59 crores and consolidated profit afiter tax (PAT) stood at Rs.2.11 crores. The earning per Share (EPS) stands at Rs.2.88 (Basic) and Rs.2.44 (diluted) considering the total equity capital of Rs.7.48 crores (74,80,000 equity shares of Rs.10/- each) as on 30th September, 2010.The prevoius years impact of recession had a considerable bearing on the Companys performance. With stringent market condition, competition and the strict funding from Banks and Financial Institutions, your Company has made a profit of Rs.2.10 crores during the fnancial year. However there are certain projects have been identifed by your Company which are residential developments, will earn substantial profits for the Company in the coming years.

A more detailed discussion and analysis on the performance of the Company in retrospect as well as the outlook is detailed in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Companys Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project Details

ONGOING PROJECTS

Project name Location Area (Sqfit)

Villa Viviana

Township Project GST Road,

In association with Chennai 13,00,000

J P Morgan India

Property Fund

ARIHANT AMARA Poonamallee

Residential Complex High Road, 1,45,000

Chennai

NORTH TOWN ESTATES

Township Project Perambur,

In association with Chennai 21,26,880

PVP Ventures Ltd

and Unitech Ltd.

ARIHANT -

FRANGIPANI Pudupakkam,

Residential Complex Chennai 2,80,000

ARIHANT - Arumbakkam,

PANACHE Chennai 1,05,400

Residential Complex

NEW PROJECT INITIATIVES

ARIHANT - Egmore

Jashn (Mixed Chennai 36,831

development)

Green Wood Thazambur

Plotted development) Chennai 39.665

Partnership with Acres

Unitech Ltd.

DIVIDEND

Your directors pleased to recommend fnal dividend for the fnancial year ended 30th September 2010, @ 10% i.e. Rs.1.00 per equity share on paid up equity shares of Rs.10 each which if approved at the ensuing Annual General Meeting , will be paid to:

i) all those shareholders whose name appears in the Register of Members as on 24th March,2011 and;

ii) all those whose name appears on that date as benefcial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fixed deposits of Rs.62,50,213 as on 30.09.2010, which is 0.42 % of aggregate of paid up capital and free reserves of the Company.

SUBSIDIARY COMPANIES AND ITS ACCOUNTS

There are four subsidiaries of your Company as on 30th September, 2010. The fnancial details of the Subsidiary Companies as well as the extent of holdings therein are provided in a separate section of the Annual Report. As required under Section 212(1) of the Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss account, Directors Report and Auditors Report of the Subsidiary Companies have been attached to the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated fnancial statements, auditors report on the consolidated fnancial statements, audited consolidated Balance Sheet, Profit and Loss account and Cash flow statements are provided in the Annual Report.

CHANGES IN CAPITAL STRUCTURE

Issued and Paid up Share Capital:

On 16th March, 2010, your Company allotted 430000 equity shares of Rs.10/- each to "Persons forming part of Promoter Group."

upon conversion of 430000 convertible warrants (out of total 1550000 convertible warrants originally allotted on 05.08.2009 to persons forming part of Promoter Group and Body Corporate) on a preferential basis at a total exercise price of Rs.89/- (including premium of Rs.79/- ) in term of Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The issued and paid- up capital of the Company enhanced from Rs.70,50,000 equity shares of Rs.10/- each to 74,80,000 equity shares of Rs.10/- each.

REPORT ON CORPORATE GOVERNANCE

Your Company ensures good corporate governance by implementing and complying with the polices, standards set out by Securities and Exchange Board of India and other regulatory authorities. The requisite certifcate issued by M/s. B.P Jain & Co., Chartered Accountants confrming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The necessary details are furnished in Notes to accounts, point no.9.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. A Damodaran, Mr. Harisharanlal Trivedi and Mr. Ravikant Choudhary, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confrm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have 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 affairs of the company at the end of the fnancial year and of the profit or loss of the company for that period.

iii. Proper and suffcient care have been taken to maintain adequate accounting records in accordance with the pro- visions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders and Investors Grievance Committee of the Board met periodically and reviewed the status of redressed investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2010, 5628820 (Fifity Six Lakhs Twenty Eight Thousands Eight Hundred and Twenty only) shares have been dematerialised, representing 75.25% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2009-2010 to the Stock Exchanges where its securities are listed. During the year 430000 equity shares allotted upon conversion of 430000 convertible warrants. The in- principle approval for listing of these shares granted by BSE on 20.10.2010 and by NSE on 09.11.2010 respectively. The Company had made a request to Madras Stock Exchange Ltd for delisting its entire securities (70,00,000 equity shares of Rs.10/- each) voluntarily afiter obtaining the approval of shareholders at the 15th Annual General Meeting of the Company held on 28.03.2008. Delisting approval from MSE is awaited. The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A (5) of the Companies Act, 1956, the amount transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund- established under Sub- section (1) of Section 205C of the Companies Act, 1956.



Details of unclaimed Dividend:

Financial Date of Unpaid Due date for

Year Payment Dividend transfer to IEPF.

as on 30.09.10

amount.(Rs.)

2002-03 15-04-2004 60,760.00 14-05-2011

2004-05 13-04-2006 1,10,509.20 12-04-2013

2005-06 28-03-2007 91,512.00 27-04-2014 2006-07 25-04-2008 1,93,944.00 25-05-2015

2007-08 30-03-2009 65,257.00 30-04-2016

2008-09 05-04-2010 1,34,939.00 24-04-2017

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, can not be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors Arihant Foundations & Housing Limited

Sd/

(KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Director

Place: Chennai

Date: 29.11.2010

---

Sep 30, 2009

The Directors take pleasure inj presenting the 17th Annual Report to the Shareholders together with the Audited Accounts for the year ended 30th September 2009.

FINANCIALS

PARTICULARS 2008-09 2007-08 (Rs. in Lakhs) Total Income 16014.66 21977.75 Total Expenditure 14972.75 17836.63 Profit before Interest and Depreciation 1041.91 4141.12 Interest 647.42 697.07 Depreciation 58.85 55.96 Profit before Tax 335.64 3388.09 Provision for tax 57.35 461.59 Profit after Tax 278.29 2926.50

APPROPRIATIONS Transfer to General reserve 27.83 292.65 Proposed Dividend 70.50 70.50 Balance profit carried forward 179.96 2563.35

PERFORMANCE

The Companys Total Income is Rs. 160 crores during the financial year 2008-09 as agaipst Rs.220 crores in the previous year 2007-08. The Profit for the financial year is Rs. 2.8 crores compared to previous year profit of Rs.29 crores. Despite various difficulties, the Company was able to make a profit of Rs.2.8 crores. There are certain projects viz., residential apartments and Township in the pipeline, which will entail good profits forth^ Company in future years.

A more detailed discussion and analysis on the performance of the Company in retrospect a|s well as the outlook is detailed in the Management Discussion and Analysis Report.

DIVIDEND

Your directors are pleased to recommend dividend @ 10% i.e. Rs.1.00 per equity share on 7050000 equity shares of Rs.10 each for the financial year ended 30th September 2009, which if approved at the ensuing Annual General Meeting , will be paid to:

i) Ail those shareholders whose name appears in the Register of Members as on 18th March 2010 and;

ii) All those whose name appears on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

DEPOSITS

The Company has outstanding fixed deposits of Rs.60,93,410 as on 30.09.2009, which is 0.42 % of aggregate of paid up capital and free reserves of the Company.

PROJECTS

The Company recognises that conceiving, developing and implementing projects aimed at growth and meeting market requirements, in a cost effective and time bound manner, will always remain a key business policy of the Company. The Companys Project managers are guided by this policy and principle in the successful implementation and completion of various projects.

Project details:

ONGOING PROJECTS

Project name Location Area (Sqft) ARIHANT HEIRLOOM Residential Complex Thazambur, Chennai 3,58,000 Villa Viviana Township Project In association with J P Morgan GST Road, 13,00,000 India Property Fund Chennai ARIHANT AMARA Poonamallee 1,45,000 Residential Complex High Road, Chennai ARIHANT INSIGHT II VSI Estate IT Park Tharamani Chennai 1,20,000

NEW PROJECT INITIATIVES

Project name Location Area (Sqft) NORTH TOWN ESTATES Township Project In association with PVP Ventures Private Ltd and Perambur, Unitech Ltd. Chennai 21,26,880 ARIHANT- FRANGIPANI Residential Complex Pudupakkam, 1,80,297 Chennai ARIHANT-PANACHE Arumbakkam, Residential Complex Chennai 98,800

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.

The provisions of Section 217 (1) (e) of the Companies Act, 1956 are not applicable to the Company. Conservation of Energy: Not applicable Technology Absorption: Not applicable. Foreign Exchange Earnings: Nil Outgo: Nil

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

During the period under review, no employee was in receipt of remuneration in excess of the limits laid down in Subsection (2A) of Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanations relating to the material departures;

ii. The Directors have 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 affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

iii. Proper and sufficient care have been taken to maintain

adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and Article 101 of the Articles of Association of the Company, Mr. A Damodaran , Mr. Harisharanlal Trivedi and Mr. Dilip Surana, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The brief resume of directors, who are to be re-appointed as stipulated under clause 49(IV) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report.

AUDITORS

M/s B.P Jain & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that they offer themselves for reappointment and if appointed, it would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/ grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a suitable reply at the earliest possible time. The Shareholders and Investors Grievance Committee of the Board met periodically and reviewed the status of redressed investors grievances. The shares of your Company are continued to be traded in Electronic Form and the dematerialisation arrangement exists with both the depositories, viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th September, 2009, 5627623 (Fifty Six Lakhs Twenty Seven Thousands Six Hundred and Twenty Three only) shares have been dematerialised, representing 79.83% of the subscribed capital.

LISTING

The shares of your Company are listed in Madras Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for the Financial Year 2009-2010 to the Stock Exchanges where its securities are listed except

Madras Stock Exchange Limited, where the Company has made a request for voluntary delisting of its Securities (70,00,000 equity shares of Rs. 10/- each) after obtaining approval of the Shareholders at tie 15th Annual General Meeting held on 28.03.2008. The reason for delisting being, non trading in MSE from past 8 years. Since the Companys Securities are listed in NSE and BSE having Nation wide trading terminals and actively trading in these stock exchanges, the share holders will not get affected in trading the equity shares of the company clue to delisting from MSE. Hence the Board of Directors has recommended the delisting of the aforementioned securities voluntarily from MSE.

The Company has also complied with the amendments in listing agreement from time to time.

TRANSFER OF UNPAID DIVIDEND TO IEPF (INVESTOR EDUCATION AND PROTECTION FUND)

Pursuant to the provision of Section 205A(5) of the Companies Act, 1956, the amounl transferred to the unpaid dividend account which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred to the Investor Education Protection Fund established under Sub- section (I) of Section 205C of the Companies Act, 1956.

Details of unclaimed Dividend:

Financial Date of Unpaid Due date for Year Payment Dividend transfer to amount.(Rs.) IEPF. 2002-03 15-04-2004 60,760.00 14-05-2011 2004-05 13-04-2006 1,10,565.20 12-04-2013 2005-06 28-03-2007 91,668.00 27-04-2014 2006-07 25-04-2008 1,94,344.00 25-05-2015 2007-08 30-03-2009 66,042.00 30-04-2016

The Shareholders are requested to claim their unclaimed dividends before the aforementioned due dates. The unpaid dividend transferred to IEPF, can not be claimed by the Shareholders.

PERSONNEL

The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and impressive contribution to the high level of performance and growth of the Company during the Year.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the support and co- operation received from CMDA, Corporation of Chennai, ELCOT, Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.

For and on behalf of the Board of Directors Arihant Foundations & Housing Limited Sd/ (KAMAL LUNAWATH) (VIMAL LUNAWATH) Managing Director Director

Place: Chennai Date: 28.12.2009