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Directors Report of Country Condo's Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013 (12 Months) (12 Months) Turnover 803. 24 672.12

Profit / (Loss) 5500 8187

Balance brought forward 183.83 101.96

Balance carried forward 238.83 183.83

FINANCIAL PERFORMANCE OF THE COMPANY

The Board would like to inform that the development of the Company''s real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs. 803.24 Lakhs comparing Last years Rs. 672.12 Lakhs only and has achieved a Profit of Rs. 55.00 Lakhs, Further, other income of Rs. 5.55 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs. 55.00 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs. 238.83 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs. 7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2014.

The entire Paid-up Share Capital of your Company is listed with both the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and M/s. National Stock Exchange of India Limited (NSE).

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Ener : The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b)(i) Technology : No technology either indigenous Absorption, adaptation or Foreign is involved. and innovation

(ii) Research and : No research and Development has been Development (R & D) carried out.

(b) Foreign exchange : NIL earnings

Foreign exchange : NIL out go

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2013-14, there was no change in the constitution of the Board of Directors.

Sri V. K. Ramudu, retires by rotation at the ensuing 27th Annual General Meeting and being eligible offer himself for re-appointment as an Independent Director of the Company to hold office for a term upto five consecutive years commencing from 30th September, 2014, not liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri P. V. V. Prasad, Sri G. Venkateshwar Rao, Sri S. Bal Reddy, Sri A. VSB Laxmipathi Rao & Sri V K Ramudu, has been appointed as Independent Directors on the Board of the Company for a term upto five consecutive years, commencing from 30th September, 2014 not liable to retire by rotation.

In accordance with the Provision of Section 161 of the Companies Act, 2013, read with Article 141 of Articles of Association of the Company, Smt. Y Manjula Reddy, who was appointed as Additional Director of the Company on 29th May, 2014, has been proposed to be appointed as a director of the Company whose office is liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri Y Rajeev Reddy, has been proposed to be re-appointed as Non-Executive Chairman of the Company for a period of 5 (five) years with effect from August 10, 2014.

In accordance with the Provision of the Companies Act, 2013, Sri Y Siddharth Reddy & Sri Y Varun Reddy, has been proposed to be re-appointed as Non-Executive Vice-Chairman & Director of the Company whose office is liable to retire by rotation.

In accordance with the Provision of the Companies Act, 2013, Sri D. Krishna Kumar Raju, has been proposed to be re- appointed as Vice-Chairman & Chief Executive Officer of the Company for a period of 5 (five) years with effect from August 10, 2014.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Gopal Dhanaji, Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated September 12, 2013, the Securities Contracts (Regulation) Act, 1956 and Depositories Act, 1996, all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreements entered with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment to hold office from the conclusion of this AGM to the Conclusion of the Third consecutive AGM.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility U/s 141 of the Companies Act, 2013. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) In the preparation of the Annual Accounts ending 31-03-2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

The Board has taken a decision in its Board Meeting held on 5th March, 2014 to delist the Securities of the Company from the DSE, since it does not have nationwide trading terminals.

The Company has received the approval to delist its securities from Delhi Stock Exchange Limited, New Delhi Vide their Letter Reference No. DSE/LIST/8824/0073/0106 Dated April 26, 2014. The Copy of the same is available for the Inspection of the Members at the 27th Annual General Meeting of the Company.

The Company has paid the Annual Listing Fees to the above Stock Exchanges for the year 2014-15.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-20%.

ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board For COUNTRY CONDOS LIMITED

PLACE: HYDERABAD Y RAJEEV REDDY Y SIDDHARTH REDDY DATE : 13-08-2014 CHAIRMAN&MANAGINGJOINT MANAGING DIRECTOR & DIRECTOR CEO


Mar 31, 2013

To, The Members of M/s. COUNTRY CONDO''S LIMITED

The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs) Particulars Year ended 31.03.2013 Year ended 31.03.2012 (12 Months) (12 Months)

Turnover 672.12 462.83

Profit / (Loss) 81.87 72.38

Balance brought forward 101.96 29.58

Balance carried forward 183.83 101.96

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is glad to inform that the development of the Company''s real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs.672.12 Lakhs comparing Last years Rs.462.83 Lakhs only and has achieved a Profit of Rs.81.87 Lakhs as against the Profit of Rs.72.38 Lakhs for the previous year, which is in excess of the last year profit, Further a lease rent income of Rs.10.79 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs.81.87 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs.183.83 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2013.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved. (ii) Research and Development (R & D): No research and Development has been carried out.

(b) Foreign exchange earnings : NIL Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2012-13, there was no change in the constitution of the Board of Directors.

Sri P.V.V Prasad, and Sri A. VSB Laxmipathi Rao, retires by rotation at the ensuing 26th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 sate of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in “Annexure “A” to this Report.”

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-25%.

ACKNOWLEDGEMENTS

Your Directors thank the Company''s customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

For and on behalf of the Board

For COUNTRY CONDO''S LIMITED

PLACE : HYDERABAD Y. RAJEEV REDDY Y. SIDDHARTH REDDY

DATE : 30-05-2013 CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CEO


Mar 31, 2012

To, The Members of M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended 31.03.2012 Year ended 31.03.2011 (12 Months) (12 Months)

Turnover 462.83 359.35

Profit / (Loss) 72.38 24.93

Balance brought forward 29.58 4.64

Balance carried forward 101.96 29.58

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is glad to inform that the development of the Company's real estate & construction activities and Hospitality Income has grown and has achieved a Turnover of Rs.462.83 Lakhs comparing Last years Rs.359.35 Lakhs only and has achieved a Profit of Rs.72.38 Lakhs as against the Profit of Rs.24.93 Lakhs for the previous year, which is three times in excess of the last year profit, Further a lease rent income of Rs.7.24 Lakhs has been arrived in addition to the real estate & hospitality income.

During this year the Company had a Net Profit of Rs.72.38 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently the accumulated P&L Account Surplus is Rs.101.96 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, Tourism industry etc.

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2012.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2011-12, there was no change in the constitution of the Board of Directors.

Sri D. Krishna Kumar Raju, Sri G. Venkateshwar Rao and Sri S. Bal Reddy, retires by rotation at the ensuing 25th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 sate of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GUARANTEE

During the Year FY 2011-12, Your Company has given Corporate Guarantee and Mortgaged their properties for the loans taken M/s. Country Club (India) Limited, an Associate Company, from Banks and Financial Institutions namely, Vijaya Bank, Bank of India, Union Bank of India and Karvy Financial Services Limited. The terms and conditions of the loan agreement are not prejudicial to the interest of the Company and its shareholders.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and co-operation for the performance and growth of business during the year. Company acknowledges the good work shown by its employees by enhancing their salaries up by 10-25%.

ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

for and on behalf of the Board

for COUNTRY CONDO'S LIMITED

PLACE : HYDERABAD

DATE : 03-09-2012

Y. Rajeev Reddy Y. Siddharth Reddy

Chairman & Managing Director Joint Managing Director & CEO


Mar 31, 2011

The Members of

M/s. COUNTRY CONDO'S LIMITED

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Year ended Year ended Particulars 31.03.2011 31.03.2010 (12 Months) (12 Months)

Turnover 359.35 117.07

Profit / (Loss) 37.65 32.46

Balance brought forward 4.64 (18.16)

Balance carried forward 29.58 4.64

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that the development of the Company's real estate and construction activities are grown and has achieved a Turnover of Rs.359.35 Lakhs comparing Last years Rs.117.07 Lakhs only and has achieved a Profit of Rs.37.65 Lakhs as against the Profit of Rs.32.46 Lakhs for the previous year which includes a lease rent income of Rs.28.44 Lakhs which has been occurred after successful amalgamation of M/s. Country Club Bangalore Limited with the Company.

During this year the Company had a Net Profit of Rs.24.93 Lakhs. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company. Currently The accumulated P&L Account Surplus is Rs.29.58 Lakhs.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, etc.,

SHARE CAPITAL

The Paid-up Share Capital of the Company stands at Rs.7,75,97,300/- (Rupees Seven Crores Seventy Five Lakhs Ninety Seven Thousand Three Hundred Only) as on 31st March, 2011.

FORFEITURE OF 1,70,00,000 WARRANTS ISSEUD TO PROMOTERS

Your Company has forfeited 1,70,00,000 convertible share warrants of Rs.10.64/- each on 24th February, 2011 which has been issued to Promoters of the Company on 24th August, 2009. As the said warrants was required to be converted into fully paid up equity shares within 18 months from the date of issue and was not Converted within due date, henceforth forfeited. As the said promoters and promoter group has failed to exercise the warrants, they shall be ineligible for issue of equity shares or convertible securities or warrants for a period of one year i.e., till 24th February, 2012 from the date of cancellation of the warrants (i.e., 24th February, 2011).

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

(ii) Research and Development (R&D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL

Foreign exchange out go: NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/ - or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2010-11, there was a change in the constitution of the Board of Directors.

Sri Y. Varun Reddy, Sri A. VSB Laxmipathi Rao and Sri VK Ramudu, retires by rotation at the ensuing 24th Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31 -03-2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 of the Company for that period;

Hi) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and cooperation for the performance and growth of business during the year.

ACKNOWLEDGEMENTS

Your Directors thank the Company's customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

for and on behalf of the Board

for COUNTRY CONDO'S LIMITED

Y. Rajeev Reddy Y. Siddharth Reddy

Chairman & Managing Director Joint Managing Director & CEO

PLACE : HYDERABAD

DATE : 05-09-2011


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended 31.03.2010 Year ended 31.03.2009

(12 Months) (12 Months)

Turnover 117.07 101.28

Profit / (Loss) 32.46 8.94

Balance brought forward (18.16) (1489.13)

Balance carried forward 4.64 (18.16)

FINANCIAL PERFORMANCE OF THE COMPANY

The Board is happy to inform that the development of the Companys real estate and construction activities are grown and has achieved a Turnover of `117.07 Lakhs comparing Last years `101.28 Lakhs only and has achieved a Profit of `32.46 Lakhs as against the Profit of `8.94 Lakhs for the previous year which includes a lease rent income of `14.22 which has been occurred after successful amalgamation of M/s. Country Club Bangalore Limited with the Company.

The Company had incurred losses from several years, however, during this year the Company has written off all of its accumulated losses of previous years and after writing off, all its losses the Company had a net Profit of `4,64,541. The entire Profits of the Company had been transferred to General Reserves to strengthen the Reserves of the Company.

The Board of Directors noted and took on record the report of the business review and analyzed the various options available and suitable in the present circumstances to the Company. The Board decided that it was no longer cost effective to manufacture and produce the goods in the present un-remunerative market conditions with the help of present undertaking. Hence, the Board, after due discussions and deliberations, decided to diversify / proposed to diversify its activities into the area of Hotel & Hospitality, Entertainment, etc.,

SHARE CAPITAL

INCREASE OF AUTHORISED SHARE CAPITAL

Your Company has increased the Authorised Share Capital to `35,00,00,000/- (Rupees Thirty Five Crores Only) divided into 35,00,00,000 (Thirty Five Crores) Equity Shares of `1/- (Rupee One) each.

ISSUE OF BONUS SHARES

Your Company has issued Bonus Shares on 08th September, 2009 in the ratio of 2:1 out of Securities Premium Account up to the tune of `3,23,98,200/- after taking your approval at 22nd Annual General Meeting held on 10th August, 2009. The total no. of shares after Bonus issue is 4,85,97,300 equity share of `1/-each amounting to `4,85,97,300/-.

ISSUE OF WARRANTS ON PREFERENTIAL BASIS

Your Company has issued convertible warrants to finance its expansion and acquisition plans. 1,70,00,000 share warrants of `10.64/- each to be converted into equity shares of `1/- each at a premium of `9.64/- has been issued on 24th August, 2009 after taking your approval at 22nd Annual General Meeting held on 10th August, 2009. The said warrants is required to be converted into fully paid up equity shares within 18 months from the date of issue i.e., on or before 23rd February, 2011 or else will be forfeited.

AMALGAMATION OF M/S. COUNTRY CLUB BANGALORE LTD WITH THE COMPANY

As you are aware that the Company had obtained your approval at the Court Convened Extra – Ordinary General Meeting held on 20th March, 2010 for approving the Scheme of Amalgamation of M/s. Country Club Bangalore Limited with the Company (ie., M/s. Country Condos Limited). In this regard the Honble High Court of Andhra Pradesh has approved the Scheme and passed the Order on dated 29th April, 2010 vide CP No.61 & 62 of 2010 and obtained certified copy of the order on dated 15th June, 2010. The Swap ratio for allotment of shares is 5:29 i.e. for every 5 shares of Country Club Bangalore Limited 29 shares of Country Condos Limited is recommended fair for appointed date 1st October, 2009. Accordingly 2,90,00,000 shares @ `1/- amounting to `2,90,00,000 has been issued by the Company on 16th July, 2010. Later the Company has obtained the necessary Trading and Listing approvals from M/s. Bombay Stock Exchange Limited, Mumbai on 5th August, 2010, M/s. National Stock Exchange of India Limited, Mumbai on 6th August, 2010 and M/s. Delhi Stock Exchange Limited, New Delhi on 30th August, 2010.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation: No technology either indigenous or Foreign is involved.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings : NIL

Foreign exchange out go : NIL

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of `24,00,000/ - or more per annum or `2,00,000/- or more per month where employed for a part of the year.

BOARD OF DIRECTORS

During the FY 2009-10, there was a change in the constitution of the Board of Directors.

Sri G. Venkateshwar Rao, Sri S. Bal Reddy, Sri A. VSB Laxmipathi Rao and Sri VK Ramudu were appointed as Directors of the Company whose office were liable to retire by rotation by regularizing them in the 22nd Annual General Meeting.

The Appointment of Sri Y. Rajeev Reddy, Sri Y. Siddharth Reddy and Sri Y. Varun Reddy have been approved by the members through postal ballots & at 22nd Annual General Meeting in terms of Regulation 12 of SEBI (SAST) Regulations, 2000.

Sri Ch. Srinivas and Sri P. Krupavaram tendered their resignation from the Director of the Company which was accepted by the Board in its meeting held on 6th July, 2009 and Sri D. Sree Rama Raju tendered his resignation from the Managing Director of the Company which was accepted by the Board in its meeting held on 23rd September, 2009.

Sri Y. Siddharth Reddy, Sri G. Venkateshwar Rao and Sri S. Bal Reddy, retires by rotation at the ensuing 23rd Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance sheet.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P. Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to re-appoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i) in the preparation of the Annual Accounts ending 31-03-2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity shares are listed at

1. Bombay Stock Exchange Limited, Mumbai.

2. National Stock Exchange of India Limited, Mumbai.

3. Delhi Stock Exchange Limited, New Delhi.

The Company has paid the Annual Listing Fees to the above Stock Exchanges.

CORPORATE GOVERNANCE

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your Company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

Presently the Company enjoys cordial relations with employees and believes that human resources are invaluable asset. The Board wishes to place on record its appreciation to all employees for their efforts and cooperation for the performance and growth of business during the year.

ACKNOWLEDGEMENTS

Your Directors thank the Companys customers, vendors, investors, business associates, bankers and other agencies for their support to the Company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

Finally your Directors record their deep sense of gratitude to all the shareholders for the abundant confidence reposed in the Board of Directors.

FOR AND ON BEHALF OF THE BOARD

for COUNTRY CONDOS LIMITED

PLACE : HYDERABAD

DATE : 04-09-2010

Y. RAJEEV REDDY Y. SIDDHARTH REDDY CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CEO

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