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Directors Report of Asya Infosoft Ltd.

Mar 31, 2016

To,

The Members of Asya Infosoft Limited

The Directors have pleasure in presenting the 31st Board''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

You being our valued partners in the Company for a long time, we share our vision of growth with you and our guiding principles are a blend of optimism which has been and will be the guiding force of all our future endeavors.

FINANCIAL HIGHLIGHTS (Rs. IN LACS)

Particulars

Standalone

consolidated

2015-16

2014-2015

2015-16

Gross Income

77.51

22.21

3260.76

Profit Before Interest and Depreciation

50.71

10.92

298.00

Finance Charges

''—

-

58.29

Gross Profit

50.71

10.92

239.71

Provision for Depreciation

3.99

0.011

63.03

Net Profit Before Tax

46.72

10.91

176.69

Provision for Tax

8.92

(-2.52)

48.53

Net Profit After Tax (before deducting minority int.)

37.49

11.33

128.15

Minority interest

-

-

-42.72

Net profit after deducting minority interest

-

-

85.43

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the year, the Company has allotted 1,04,25,000 Equity Warrants to non -promoter group under the preferential issue as prescribed u/s 62 of the Companies Act , 2013 read with relevant Rules and in accordance with the SEBI (ICDR Regulations) as amended from time to at a minimum exercise price of Rs 22.75 (Rupees Twenty Two and Seventy Five Paise Only) (including a premium of Rs 12.75) per Equity Share or such other higher price as may be arrived at in accordance with the ICDR Regulations ("Issue Price").

As a part of the expansion program me & objective laid down in the Notice of preferential Issue, our company has acquired controlling interest in M/s. Ideal Systems Private Limited (ISPL) at 4th May, 2015 by way of subscribing 14,53,120 Equity shares of Rs. 10/- each issued at a premium of Rs. 125/- and consequently, ISPL would be treated as subsidiary company of the Asya Infosoft limited now onwards.

we highly believe that the year of 2016-17 will bring us back in the IT industry as a key player & thereby we assure our investors that they will definitely regain the lost confidence with a positive impact shortly with the pace of the sector''s growth.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account CHANGES IN SHARE CAPITAL, IF ANY

Authorized capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company. INFORMATION ABOUT SUBSIDIARY COMPANY

During the year , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitutes 52.88% of paid up equity share capital.

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015. The said policy is available at the Company website at the link http://www.sayait.com/Investors/Policies/policy for determining material subsidairy.pdf The consolidated financial statements presented by the Company include the financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 is attached along with Financial statements as required under section 129 (3) of the Companies Act, 2013 . ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.

MATERIAL CHANGES AND COMMITMENTS

Nil

MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2015-16 met 7 times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per Annexure-1.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees is furnished as per Annexure-2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS AND KMP

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sandip R Shah ( DIN:-00912721) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Ketan N Shah- Managing Director and C.E.O.

2. Mr.Sandip R Shah- Non-executive Director & CFO (W.e.f -05-07-16)

3. Ms.Amisha R Gandhi- Company Secretary (w.e.f. 26.06.2015)

INDEPENDENT DIRECTORS AND DECLARATION

Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company.

Further, Mrs Dimple T pandya (DIN 07143532) has also been appointed as an Non-executive Independent women Directors of the Company for a term up to 5 as on 31/3/2015.

AUDITORS AND REPORT THEREON

M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmadabad retires at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 33rdAGM.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmadabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

The Secretarial Audit Report for the financial year ended, 31st March, 2016 is annexed herewith in Annexure -3 for your kind perusal.

DEPOSITS

The company has not accepted any deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

Except the following investments made in the subsidiary Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

INSURANCE

All Inventories including Machinery is adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis forms part of this Annual Report & is annexed to the Board''s Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Investment has been made to materially significant related party by the Company which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. As there are no specific transactions as mentioned u/s 188 of the companies Act,2013 entered into with Subsidiary company, Form - AOC-2 is not required to attach herewith.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link http://www.sayait.com/Investors/Policies/ Policy%20on%20Related%20Party%20Transactions.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable..

B. Technology absorption

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Board is also periodically informed of the business risks and the actions taken to manage them. The Company is not required to formulate a policy for Risk management as such but Periodic assessments to identify the risk areas are carried out and management has briefed out on the risks in advance to enable the company to control risk through a properly defined plan with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesn''t exceed Rs. 10 Crore.

The Company has decided to maintain and adhere to the Corporate Governance requirements set out by SEBI voluntarily. The Report on Corporate Governance along with requisite Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is annexed to this Report.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013 The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company''s website

To Refer Click on http://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2015-16.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.

EQUITY CAPITAL

1.) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

2.) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

3.) BONUS SHARES

No Bonus Shares were issued during the year under review.

4.) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

5.) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any equity shares with differential voting rights.

SHARES IN SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.

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

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company''s operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Date : 14/08/2016 For and on behalf of the Board

Place : Ahmadabad

Registered office:

H.N. House C-4th Floor, Mr. Ketan Shah

(Nidhi Complex), Stadium 5 Roads, Chairman

Navrangpura, Ahmedabad - 380009 (DIN: 00913411),


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars 2014-2015 2013-14

Gross Income 22.21 20.85

Profit Before Interest and Depreciation 10.92 10.01

Finance Charges 0 0

Gross Profit 10.92 10.01

Depreciation 0.010 0

Net Profit Before Tax 10.91 10.01

Tax Expenses -0.418 1.91

Net Profit After Tax 11.32 8.10

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

As a part of the expansion programme, our company is proposing to acquire controlling interest in M/s. Ideal Systems Private Limited and consequently Authorised capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company.

The very objective of the proposed preferential allotment of Equity Warrants is to utilize proceeds to acquire and/or takeover Ideal Systems Pvt. Ltd., and/or other Body Corporates engaged in same line of activities and to augment shot term as well as long term resources of the company and for general corporate purposes.

CHANGE IN NATURE OF BUSINESS, IF ANY :

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND :

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND :

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account.

AMOUNTS TRANSFERRED TO RESERVES :

The Board of Directors proposed to carry nil amounts to General Reserve Account

CHANGES IN SHARE CAPITAL, IF ANY :

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY :

After the closure of financial year ended on 31st march ,2015 , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitues 52.88% of paid up equity share capital.

ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.

MATERIAL CHANGES AND COMMITMENTS :

Consequent to the EGM held on 25th March 2015, the company allotted 10425000 equity warrants to the non promoter group on 1st may, 2015 & subsequently the consent of the Board of Directors of the Company is hereby accorded to allot 16,70,000 equity shares of Rs.10/ - each at a premium of Rs.12.75/- per share on June 26th , 2015, upon conversion of 16,70,000 equity Warrants into Equity Shares. Apart from that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statement relate and on the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS :

During the Financial Year 2014-15, the Company held 12 (twelve) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

SN. Date of Meeting Board Strength No. of Directors Present

1 23/05/2014 5 2

2 13/08/2014 5 2

3 25/09/2014 5 2

4 14/10/2014 5 2

5 25/10/2014 5 2

6. 02/12/2014 5 2

7. 18/12/2014 5 2

8. 27/12/2014 5 2

9. 13/02/2015 5 2

10. 27/02/2015 5 2

11 12/03/2015 5 2

12. 31/03/2015 6 3

AUDIT COMMITTEE :

The role of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 which shall include the following:

1) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3) Approval of payment to statutory auditors for any other services rendered by them.

4) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to :

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (C) of sub-section 3 of section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Compliance with listing and other legal requirements relating to financial statements

e) Disclosure of any related party transactions

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6) Review and monitor the auditor's independence and performance and effectiveness of audit process.

7) Evaluation of internal financial controls and risk management systems.

8) Reviewing the adequacy of internal audit function and frequency of internal audit.

9) Discussion with internal auditors any significant findings and follow up there on

10) To oversee the vigil mechanism and review the functioning of the whistle blower policy

11) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

The company's Audit Committee comprised of three non executive directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition and participation of the member at the meeting of audit committee.

Name of director Designation No of meetings attended

Shri Maheshbhai B Modi Chairman 4

Shri Ashokkumar R Patel Member 4

Shri Sandip Shah Member 4

NOMINATION AND REMUNERATION COMMITTEE :

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR :

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is nil.

STAKEHOLDER RELATIONSHIP COMMITTEE :

The terms of reference of the Committee include reviewing and redressing complaints from shareholders such as non-receipt of annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all matters connected with transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of securities; to oversee the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services; and to perform any other function, duty as stipulated by the Companies Act, Securities & Exchange Board of India, Stock Exchanges and any other regulatory authority or under any applicable laws, as amended from time to time.

Committee met four times during FY 2014-15 i.e. 23/05/2014, 13/08/2014, 14/10/2014 and 13/02/2015 .The Composition of the Stakeholders Relationship Committee and details of Members participation at the Meetings of the Committee are as under :

Name Position No of meetings attended

Shri Maheshbhai Patel Chairman, NED 4

Shri Ashokkumar R Patel Member 4

Shri Sandip Shah Member 4

In addition, Details of Shareholders' Complaints received during the year are as follows :

Particulars No. of Complaints

Investor complaints pending as at April 1, 2014 0

Investor complaints received during the year ended on March 31, 2015 0

Investor complaints resolved during the year ended March 31, 2015 0

Investor complaints pending as on March 31, 2015 0

Share transfer committee :

The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Ketan Shah and Shri Sandip Shah. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of equity shares as submitted by Bigshare Services Pvt.Ltd., the Registrar & Transfer Agent of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

DIRECTORS AND KMP :

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ketan N.Shah (DIN-: 00913411) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. During the current financial year the following changes have occurred in the constitution of directors of the company:

SN. Name Designation Date of appointment

1 Mrs Dimple Pandya Additional director 31/03/2015

Mrs Dimple Pandya holds the position till this AGM. The Board has issued the notice for her reappointment and recommends her resolution for the approval of the shareholders at AGM.

INDEPENDENT DIRECTORS AND DECLARATION :

Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company. It is also proposed to appoint Mrs Dimple T pandya (DIN 07143532) as an Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting.

The Board of Directors of the Company hereby confirms that the Independent director duly appointed by the Company has given the declaration and she met the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS AND REPORT THEREON :

M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of two years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 32nd AGM.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDIT REPORT :

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

SN. Remarks Explanation

1 violations of sub section (7) of The company has not charged section 186 of the Companies Act, any interest as the projects 2013 are under execution.

2 violations of section 203 of the The size of the company does companies Act, 2013 Appointment of not offer professional any Company secretary & Chief financial carrier goal therefore the officer company could not recruit company secretary.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

DEPOSITS :

The company has not accepted any deposits during the year

LOANS, GUARANTEES AND INVESTMENTS :

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

RELATED PARTY TRANSACTIONS :

The Company has entered into any Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Annexure 1 AOC 2 has been enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

A. Conservation of energy :

a) The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

B. Technology absorption :

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo :

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT :

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

* Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk management

* Define the organizational structure for effective risk management

* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

* Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

CORPORATE SOCIAL RESPONSIBILITY :

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

VIGIL MECHANISM :

As per Section 177(9) and (10) of the Companies Act, 2013, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

INTERNAL CONTROL SYSTEM :

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

Internal financial control is in place commensurate with the size of the Company.

EXTRACT OF ANNUAL RETURN :

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.

SHARES:

BUY BACK OF SECURITIES :

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY :

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES :

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN :

The Company has not provided any Stock Option Scheme to the employees.

SHARES IN SUSPENSE ACCOUNT :

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable SHARES IN UNCLAIMED SUSPENSE ACCOUNT :

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil MATERIAL VARIATIONS :

The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.

CODE OF CONDUCT :

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT :

The Board places on record their appreciation of the support of all stakeholders.

Date : 14/08/2015 For and on behalf of the Board Place : Ahmedabad

Mr. Ketan Shah Chairman Registered office : (DIN: 00913411) H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmedabad - 380009.


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 29th (Twenty Ninth) Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

SUMMARY OF THE FINANCIAL RESULTS:

[Rs. In lacs]

2013-2014 2012-2013

Gross Income 20.85 19.54

Depreciation 0.00 0.00

Profit/Loss after Depreciation 10.01 7.17

Tax- Current 1.91 1.37

Deferred 3.63 3.63

Profit/loss after tax 8.10 5.80

PERFORMANCE:

Net Revenue from Operations for the year ended March 31, 2014 was at Rs. 20.85 Lacs

Profit before tax for the year was at Rs 10.01 Lacs representing an increase of 39.61% per cent over the previous year.

APPROPRIATIONS:

DIVIDEND:

The Board does not recommend any dividend for the financial year 2013-14.

TRANSFER TO RESERVES:

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 8.10 Lacs has retained in the profit and loss account.

LISTING OF SHARES:

The Company''s share continues to remain listed with the Bombay Stock Exchange

CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

DIRECTORS:

Shri Sandip R. Shah (DIN-00912721) retires at the 29th the Annual General Meeting and has offered himself for re-appointment.

It is also proposed to appoint Shri Maheshbhai Modi (DIN 00031523), Shri Chintubhai P. Shah (DIN 00041880) and Shri Ashok kumar R. Patel (DIN 02993352), as Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting. Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for appointment are mentioned in the explanatory statement to the Notice.

STATUTORY DISCLOSURES:

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report on Board of Directors) Rules 1988:

Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PERSONNEL:

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is Nil.

CODE OF CONDUCT:

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 the profit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

CASH FLOW:

A Cash Flow statement for the year ended 31st March, 2014 is attached to the Balance Sheet.

AUDITORS:

M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, [Membership No: 046553] were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on 30/09/2014. M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad [Membership No. 046553] have been the Auditors of the Company since 2008 and have completed a term of 6 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad [Membership No: 046553], being eligible for re- appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company. However they will eligible for reappointment for a maximum period of four years to hold office from the conclusion of this Annual General Meeting.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from public.

INSURANCE :

The Company''s assets are adequately insured against major risks

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, and business partners, all of whom have contributed to the Company''s success.

Place : Ahmedabad For and on behalf of the Board Date : 13/08/2014

Registered Office: H. N. House, 4th floor, Nidhi Complex, Ketan Shah Navrangpura, Ahmedabad- 380009 Managing Director


Mar 31, 2013

To, The Members of ASYA Infrastructure and Tourism Corporation Limited

The Directors present herewith 28th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2013.

FINANCIAL RESULTS : [Rs. In lacs]

2012-2013 2011-2012

Gross Income 9.54 28.84

Profit/[Loss] before Depreciation & Tax 7.17 [24.61]

Depreciation 0 0.57

Profit/[Loss] after Depreciation 7.17 [25.19]

Extraordinary Item 0 [64.37]

Tax- Current 37 0

Deferred 0 0.19

Profit/[loss] after tax 5.80 [89.37]

OPERATIONS :

The Company has earned Rs 5.99 lacs as a service income and Rs 13.55 lacs as other operating income. The profit of the Company is Rs. 5.80 lacs against loss of Rs 89.37 lacs in the previous year.

APPROPRIATIONS :

DIVIDEND :

The Board does not recommended any dividend for current year

TRANSFER TO RESERVES :

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 5.80 lacs has retained in the profit and loss account.

LISTING OF SHARES :

The Company''s share continues to remain listed with the Bombay Stock Exchange.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS :

The clause 153 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Chintubhai P. Shah and Shri Mahesh B. Modi will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

STATUTORY DISCLOSURES :

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PARTICULARS OF EMPLOYEES :

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

MANAGEMENT DISCUSSION & ANALYSIS :

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that:

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

- the Directors had selected such accounting policies and applied them consistently and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at end of the financial year and of the profit or loss of the company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW :

A Cash Flow statement for the year ended March 31, 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT :

The retiring Auditor M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, has indicated their willingness to continue as auditor of the Company. It is proposed to reappoint M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, as auditors of the Company till the conclusion of the 29th Annual General Meeting. The Company has received certificate from auditor to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1B) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public.

ACKNOWLEDGEMENTS :

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & shareholders.



By Order of the Board of Directors

Date : 25/07/2013 Ketan Shah Sandip Shah

Regd. Office: Managing Director Director

H. N. House, 4th floor,

Nidhi Complex,

Navrangpura,

Ahmedabad - 380009.


Mar 31, 2011

The Directors present herewith 26th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2011.

FINANCIAL RESULTS [Rs. In lacs]

2010-11 2009-10

Total income 56.89 34.33

Profit before tax (8.58) 03.24

Provision for tax 00 00.81

Profit after tax (8.58) 02.43

Net profit carried forward 0.13 8.89

OPERATIONAL REVIEW

Your company has earned an income of Rs.53.79 lacs from operations. It has initiated steps to explore business opportunities in tourism sector. The company is operating in one segment i.e. Development of Tourism and infrastructure and therefore working of the Company, reflects the performance of the said segment only.

MANAGEMENT DISCUSSION & ANALYSIS

INDUSTRY STRUCTURE

Indian Tourism offers a potpourri of different cultures, traditions, festivals, and places of interest. The company would not like to comment much on industry structure due to lower level of operations.

OPPORTUNITIES

The factors for the growth will be:

1 Increase in the general income level of the populace

2 Rapid growth of the Indian economy

RISK & CONCERNS

1 Issues regarding security and harassment

2 Lack of passionate and trained professionals

Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company's operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 146 read with clause 170 of Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Pradipsinh Zala and Shri Kantilal R. Patel, Directors will retire by rotation and being eligible, offers themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report.

STATUTORY DISCLOSURES:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988: Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible. The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act'1956 the Board of Directors of the Company hereby State and confirm that:

1. in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended March 31, 2011 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT

The Auditors' M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f 05/ 07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for appointment for the year 2011-2012. The Company has received certificate from the Auditors' to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1 -B) of the Companies Act, 1956.

The notes at schedule 16 are self-explanatory and do not require further clarifications.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & shareholders.

For and on behalf of the Board of Directors

Date : 26/08/2011 sd/-

Regd. Office : N.D.RANA 12, Harivilla Co-operative Housing Society, Chairman & Managing Director B/h. Krushnanagar Near Parshwanath Township, Nava Naroda, Ahmedabad - 382346


Mar 31, 2010

The Directors present herewith 25th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2010.

FINANCIAL RESULTS [Rs. In lacs]

2009-10 2008-09

Total income 34.33 43.90

Profit before tax 03.24 (4.09) Provision for tax 00.81 0.00

Profit after tax 02.43 (4.31)

Net profit carried forward 8.89 6.67

OPERATIONS

Your company has earned an income of Rs. 28.32 lacs from operations. It has initiated steps to explore business opportunities in tourism sector. The company is operating in one segment i.e. Development of Tourism and infrastructure and therefore working of the Company, reflects the performance of the said segment only. MANAGEMENT DISCUSSION & Ah ALYSIS INDUSTRY STRUCTURE

The Tourism sector of Indian economy is at present experiencing a huge growth. The Tourism sector of Indian economy has become one of the major industrial sectors under the Indian economy. The tourism industry earns foreign exchanges worth Rs. 21,828 crore. Previous year the growth rate of the tourism sector of Indian economy was recorded as 17.3%. Indian Tourism offers a potpourri of different cultures, traditions, festivals, and places of interest. There are a lot of options for the tourists. India is a country with rich cultural and traditional diversity. This aspect is even reflected in its tourism. The different parts of the country offer wide variety of interesting places to visit. While the international tourism is experiencing a decelerated growth, the Indian counter- part is not affected.

REGULATORY FRAMEWORK

The industry is required to comply with a number of regulations related to the governing employee relationships, multiple licences, permits and authorisations, including local land-use permits, building and zoning permits, environmental, health and safety permits and liquor licences.

¦ OPPORTUNITIES

The travel and tourism demand in India has increased at a compound annual growth rate (CAGR) of 16.4 per cent between 2004 and 2009, to reach US$ 91.7 billion (INR 4,412.7 billion). The travel and tourism demand is expected to reach US$ 266.1 billion (INR 14,601.7 billion) by 2019. The factors for the growth of the Tourism sector will be:

- Increase in the general income level of the populace

- Aggressive advertisement campaigns on the tourist destinations

- Rapid growth of the Indian economy RISK & CONCERNS

- Poor transportation

- Lack of sound marketing and promotion strategies

- Poor maintenance of heritages

- Issues regarding security and harassment

- Lack of passionate and trained professionals Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial state- ments and other data. Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Companys operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report. DIRECTORS

Mr.Jaydeepsinh Vaghela and Mr. R D Zala, Directors of the company retire by rotation at the ensuing 25th Annual General Meeting and being eligible, offer themselves for reappointment. CODE OF CONDUCT The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report. AUDITORS AND AUDITORS REPORT:

The Auditors M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f. 05/ 07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for appointment for the year 2010-2011. The Company has received certificate from the demerged form to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. The notes on accounts are self-explanatory and do not require further clarifications.

DEPOSITS

The Company has not received or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of accounts the applicable accounting standards have been followed.

2. The Company has selected such accounting policies and applied them consistently and made judgments and esti mates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of 31st March, 2010 and of the profit and loss account for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any frauds and other irregularities.

4. The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

FOR AND ON BEHALF OF THE BOARD

Date : 31/07/2010 sd/

Regd. Office : N.D.RANA

12, Harivilla Co-operative Housing Society, Chairman & Managing

B/h. Krushnanagar

Near Parshwanath Township,

Nava Naroda, Ahmedabad - 382346


Mar 31, 2009

The Directors present herewith 24th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2009.

FINANCIAL RESULTS

[Rs. In lacs]

2008-09 2007-08 Total income 43.90 23.82

Profit before tax (4.09) 00.42

Provision for tax 0.00 00.60

Profit after tax (4.31) (00.18)

Reserve and surplus 36.85 40.82

DIVIDEND

In view of the inadequate profits, the Board does not recommend any dividend for the year ended 31.3.2009.

MANAGEMENT DISCUSSION & ANALYSIS

At present, your Company is not pursuing any of its main objects and hence the Board has not commented upon Industry Structure & Development, Opportunities & Threats, Future Outlook, and Risk & Concerns.

SEGMENT WISE PERFORMANCE

At present, the Company is operating only in one segment i.e. namely development of Tourism and infrastructure and therefore the segment reporting and performance standard is not applicable to the Company. The total working of the Company, therefore, reflects the performance of this single segment only.

OPERATIONAL REVIEW AND FUTURE OUTLOOK

The company has shown a good start of its shuttered operations of last year and has earned a handful amount of Rs.37.32 lacs from operations this year as compared to Rs. 0.00 in the previous year.

Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Companys operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

DIRECTORS

Mr. Kantibhai Patel and Mr. Pradeepsinh Zala , Directors of the company retires by rotation at the ensuing 24th Annual General Meeting and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing Annual General Meeting and is recommended for reappointment for the year 2009-2010. The Company has received certificate from the Auditors to the effect that the reappointment if made, would be within prescribed limit under Section 224 (l-B) of the Companies Act, 1956.

The notes on accounts are self-explanatory and do not require further clarifications.

DEPOSITS

The Company has not received or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of accounts the applicable accounting standards have been followed.

2. The Company has 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 affairs of the Company at the end of 31st March, 2009 and of the profit and loss account for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any frauds and other irregularities.

4. The annual accounts for the year ended 31st March, 2009 have been prepared on a going concern basis.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

FOR AND ON BEHALF OF THE BOARD

Ahmedabad N.D.RANA

25.08.2009 Chairman

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