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Directors Report of Infra Industries Ltd.

Mar 31, 2015

Dear Members,

We are please to present 26th Annual Report of the company and the Audited Statement of account for the year ended 31st March 2015. Summary of financial results is given below.

1. PERFORMANCE OF THE COMPANY (In Rs.)

Particulars Year Ended Year Ended March 2015 March 2014

Total Income 12,54,81,378 12,43,83,369

Total Expenditure 16,04,10,057 12,35,64,213

Profit before Tax (3,49,28,679) 8,19,156

Less: Current Tax /Deferred Tax - -

Profit after Tax (3,49,28,679) 8,19,156

Balance Brought forward (3,02,20,751) (3,10,39,907)

Balance carried forward to Balance Sheet (6,51,49,430) (3,02,20,751)

The Company has achieved a turnover of Rs. 12,90,89,231/- during the year under report as compared to Rs.12,98,92,388/- during the previous year reflecting a decrease of 0.61 % over the previous year. The net Loss of the Company during the year amounted to Rs.3,49,28,679/- compared to net Profit of Rs.819,156 /- in the previous year.

2. DIVIDEND

Your Directors regret their inability to recommend any Dividend for the year under review.

3. FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

4. COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR

ADVERSE REMARK OR DISCLAIMER MADE BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

In respect of observation of Company Secretary in their Audit Report for non filing of first quarter Result with ROC which is since repealed and non-filing of Return of Foreign Liabilities and Assets for the year under review your Directors states that the same has happened inadvertently and effective steps has been taken to ensure non-occurrence in the future.

5. EXTRACT OF ANNUAL RETURN

As per provision of Section 134 of the Companies Act, 2013, the details forming part of the extract of the Annual Return is attached to this Report as "Annexure I" in Form MGT-9.

6. DIRECTORS

The Board of Directors had appointed Mrs. Suman Chakravarthi as a Woman (Additional) Director w.e.f. 31st March, 2015, pursuant to the provisions of Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges. In terms of Section 161(1) of the Act, Mrs. Chakravarthi shall hold office upto Annual General Meeting of the Company. The Company has received a requisite notice in writing from a member proposing the candidature of Mrs. Chakravarthi for appointment as a Non Executive Director of the Company. Her appointment is appropriate and in the best interest of the Company.

The Board of Directors had appointed Mr Jagdishchandra Hansraj Ghumara as a Additional Director w.e.f. 18th May, 2015, pursuant to the provisions of Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges. In terms of Section 161(1) of the Act, Mr. Ghumara shall hold office upto Annual General Meeting of the Company. The Company has received a requisite notice in writing from a member proposing the candidature of Mr. Ghumara for appointment as Independent Director for a tenure of three consecutive years for a term upto 29th Annual General Meeting . His appointment is appropriate and in the best interest of the Company.

Mr Mukesh Ambani, Director retires by rotation in terms of provisions of the Companies Act 2013 at the ensuing Annual General Meeting of the Company and offers himself for re-appointment. The Board recommends his re-appointment.

The above named Directors have furnished their respective declarations in Form DIR-8 pursuant to the provisions of Section 164(2) of the Companies Act 2013 read with Rule 14 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Further, the Company had noted the resignation of Mr. Bhupendra J. Ambani from the office of Chairman w.e.f. 7th of April, 2015. The Board hereby express their sincere appreciation for his services rendered to the company during his tenure as Chairman.

During the year under review, the Company had appointed Mr. Lavish Shetty as Company Secretary and Mr. Ganesh Chaturvedi as Chief Financial Officer w.e.f 31st March, 2015, pursuant to Section 203 of the Companies Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, the company had noted resignation of Mr. Lavish Shetty from the office of Company Secretary w.e.f. 30th July, 2015. The Management is in process of finding the suitable candidate on acceptable terms, for the vacant post of the Company Secretary.

Declaration by Independent Director(s)

The Shareholders of the Company in the Annual General Meeting held as on 29th September, 2014 had given their consent to appoint Mr. Sandeep Ravindra Shah and Mr. Ashwin Shah as Independent Directors for the tenure of Five Years, who are not liable to retire by rotation.

However, the company had noted retirement of Mr. Ashwin Shah from the office of Director w.e.f. 2nd April, 2015 due to his sad demise. The Board hereby express their sincere appreciation for his services rendered to the company during his tenure as director.

The Company had noted the retirement of Mr. Rajnikant Shah from the office of Director w.e.f. 30th of April, 2015 due pre occupancy in other work. The Board hereby express their sincere appreciation for his services rendered to the company during his tenure as Director.

Further, all Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Number of Meetings of the Board

During the year, Thirteen Board Meetings and one meeting of Independent Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013. The details thereof are given in the Corporate Governance Report.

Committees of the Board

During the year, your directors have constituted and renamed wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013 and the Listing Agreement. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

1. Audit Committee

The Committee comprises of three Non-executive Directors of which, two are Independent Directors. The Chairman of the Committee is an Independent Director. The Committee met 5 times during the year under review as on on 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015 and 31st March, 2015.

Re-Composition of Audit Committee and Number of Meetings during the year

Sr.No. Names of Members Designation Category of Director

1 Mr. Jagdishchandra Hansraj Chairman Independent Gumara Non executive

2 Mr. Sandeep R. Shah Member Independent Non executive

3 Mrs. Suman Ashis Member Non executive Chakravarthi

All the meetings were chaired by Mr. Ashwin Shah during the year under review but due to his retirement w.e.f. 2nd April, 2015 due to his sad demise, Mr. Jagdishchandra Hansraj Gumara was appointed as new chairman of Audit Committee w.e.f. 30th May, 2015 i.e. the first committee meeting held during the year under review.

Mrs. Suman Ashis Chakravarthi has been appointed as Director and have also been appointed Member of Audit Committee w.e.f. 31st March, 2015.

Terms of Reference

The Terms of Reference of this committee cover the matters specified for Audit Committees under Section 177 of the Companies Act, 2013 and are as follows:

(A) 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.

(B) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(C) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

(a) Any changes in accounting policies and practices.

(b) Major accounting entries based on exercise of judgment by management.

(c) Qualifications in draft audit report, if any.

(d) The going concern assumption.

(e) Compliance with accounting standards.

(f) Compliance with Stock Exchange and legal requirements concerning financial statements.

(g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

(h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System.

(i) The Company has in place its own in house internal audit department to review the adequacy of internal audit function, including the structure of internal audit department, staff and seniority of official's heading the department, reporting structure, coverage and frequency of internal audit.

(j) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

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

(l) Reviewing the Company's financial and risk management policies.

(m) To look into the reasons for substantial defaults in the payment to the depositors, debentures holders, shareholders (in case of no nonpayment of declared dividends) and creditors. The audit committee assist the Board in the dissemination of the financial information and in overseeing the financial and accounting processes in the Company. During the Year, there were no instances where the Board had not accepted the recommendation of the Audit committee

In order to ensure that activities of the Company and its employees are conducted in a fair and transparent manner, the Company has adopted a Whistle Blower Policy & Vigil Mechanism. The details of which are available on the Company's website www.infra.co.in

2. Nomination and Remuneration Committee

The Committee was renamed as "Nomination and Remuneration Committee" as required under Section 178 of the Companies Act, 2013. The Committee comprises of three Non-executive Directors as its members, out of which two are Independent Directors. The Chairman of the Committee is an Independent Director.

The Committee has been authorized to determine the remuneration package for any Executive Directors as well as remuneration payable to the non-executive Directors from the year to year. The Committee met 3 times during the year on 14th August, 2014, 30th May, 2014 and 31st March, 2015.

Re-Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr.No Names of Members Designation Category of Director

1 Mr. Sandeep R. Shah Chairman Independent Non executive

2 Mrs. Suman Ashis Chakravarthi Member Non executive

3 Mr. Jagdishchandra Hansraj Member Independent Gumara Non executive

All the meetings during the year under review were chaired by Mr. Sandeep R Shah. Mr. Bhupendra Ambani and Mr. Aswin Shah resigned from the membership of the committee w.e.f. 7th April, 2015 and 2nd April, 2015 respectively whereas Mr. Jagdishchandra Hansraj Gumara was appointed as the member of the Committee w.e.f. 14th August, 2014 i.e. the first committee meeting held during the year under review.

Mrs. Suman Ashis Chakravarthi has been appointed as Director and have also been appointed Member of Committee w.e.f. 31st March, 2015.

Nomination and Remuneration policy

The Board had on the recommendation of the Nomination and Remuneration Committee framed the Nomination and Remuneration Policy to comply with the provisions of Section 178 of the Companies Act, 2013. The Company's Nomination and Remuneration Policy has been annexed as 'Annexure II' of this Report and is also available on Company's' website www.infra.co.in.

Familiarization Program

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company .

3. Stakeholders' Relationship Committee

The Share Transfer Committee/Investor Grievance Committee has been renamed as "Stakeholders' Relationship Committee" as required under Section 178 of the Companies Act, 2013. No meeting of the Committee held during the year.

The terms of reference of the Committee is to redress Shareholders and Investors complaints, to review all matters connected with the share transfers and to review status of legal cases involving the investors where the Company has been made a party.

The Company's Registrar & Share Transfer Agents, M/s Purva Sharegistry (India) Private Limited are fully equipped to carry out the transfers of shares and redress Investor complaints.

Re-composition of the Stakeholders' Relationship Committee is as follows:

Sr. Names of Members Designation Category No.

1. Mr. Sandeep Ravindra Shah Chairman Non-Executive, Independent

2. Mr. Mukesh B. Ambani Member Executive, Non-Independent

The Committee has been reconstituted pursuant to the provisions of Section 178 of the Act by change in designation of Mr. Sandeep Shah as chairman and Mr. Mukesh Ambani as the member of the committee.

Details in respect of Compliance Officer:

Sr.No. Name Designation of Compliance officer

1 Mr. Mukesh B. Ambani Managing Director

Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors

Performance Evaluation of the Board

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held as on 31st March, 2015 inter alia to:

i. Evaluate the performance of non-independent directors and the Board as a whole;

ii. Evaluate performance of the Non-executive Chairman of the Company; and

iii. Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Non- executive Chairman and the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

7. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Sections 139, 141 and other applicable provisions of Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company. Accordingly, a resolution seeking appointment is included in notice conveying the Annual general Meeting.

The comments in the Auditors' Report to the Shareholders for the year under review are self explanatory and does not need further explanation.

8. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. H P Sanghvi, a firm of Company Secretaries in practice (C.P. No. 3675) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as 'Annexure III' to this Report. The Secretarial Audit Report contain qualification regarding Non- filing of E-form MGT-14 for Board Resolution approving Quarterly Financial Results for the Quarter ended as on June 2014 as required under section 179(3) of the Act read with Rule 8(9) of the Companies (Meetings of Board and its Powers) Rules, 2014. (Since repealed from 18th March, 2015) and non filing of Annual return on Foreign Liabilities and Assets for the year ended as on March, 2014 within the due date as required under Foreign Exchange Management Act, 1999.

9. DISCLOSURES

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

Details of investments made by the Company have been given in the Financial Statement.

The Company has not given any guarantee or advanced any loans pursuant to the provisions of Section 186 of Companies Act, 2013.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the listing agreement, the cash flow statement for the year ended 31.03.2015 is annexed with the financial statements.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated Under section 134(3)(m) of the companies act, 2013 read with rule 8(3) of the companies (accounts) rules, 2014, is Annexed herewith as 'Annexure-A'.

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors' Report for the year ended 31st March, 2015 and is attached to this Report and marked as "Annexure IV"

Pursuant to the provisions of Section 136(1) of the Act and as advised, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during the business hours on working days and Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

Company has Sexual Harassment Policy in place and available on Company's intranet portal. During the year under review, there were no complaints from any of the employee

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separate section forming part of the Annual Report.

11. STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and provisions of the Listing Agreement.

11. CORPORATE GOVERNANCE

In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated. 15.05.2014 by SEBI, the provision with regard to Corporate Governance / Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10 crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

12. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organisation.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's internal financial control systems are commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

14. CODE FOR PREVENTION OF INSIDER-TRADING PRACTICES

The Securities and Exchange Board of India vide notification dated January 15, 2015 notified The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which is effective from May 15, 2015. The Company has amended its Insider Trading Prohibition Policy accordingly.

The Company has instituted a comprehensive code of conduct for its directors, management and officers and the other connected persons with the Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, guidelines and procedures to be made while dealing with shares of the Company including the consequences of violations if any. The code clearly specifies, among other matters, that the Directors and specified employees of the Company can trade in the shares of the Company only during 'Trading Window Open Period'. The trading window is closed during the time of declaration of results, dividend and material events, etc. as per the Policy. Disclosure of shareholding is taken from all the directors and Designated Employees and other connected persons of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2015 and confirm that:

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

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

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

d. the directors had prepared the annual accounts on a going concern basis;

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; and

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.

16. ACKNOWLEDGEMENTS:

Your Directors would like express their sincere appreciation of the positive Co-operation received from the Governments and bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the company resulting in the successful performance during the year.

The board also takes this opportunity to express its deep gratitude for the continued co operation and support received from its valued shareholders.

The Directors express their special thanks to Mr. Mukesh Ambani, Managing Director for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Dated: 14/08/2015

Mukesh B Ambani Chairman and Managing Director DIN: 00005012


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 25th Annual Report, and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

(Amount in Rs.)

Year Ended Year Ended 31.03.2014 31.03.2013

Profit/(Loss) before Finance Cost, Depreciation and Tax 11,418,237 7,642,616

Less: Finance Cost 6,605,476 4,452,921

Profit/(Loss) before Depreciation 4,812,761 3,189,695

Less: Depreciation 3,993,605 4,028,171

Profit/(Loss) before Tax 819,156 (838,476)

Less: Current Tax Nil Nil

Profit/(Loss) after Tax 819,156 (838,476)

Add: Balance Brought from Previous year (31,039,907) (30,201,431)

Balance Carried forward to next year (30,220,751) (31,039,907)

DIVIDEND

Your Directors regret their inability to recommend any Dividend for the year under review.

OPERATIONS

The Revenue from operation during the year under review was Rs.118,845,250 /- as against Rs. 99,532,964/- in the previous year reflecting a growth of 19.40% over the previous year. Company has earned profit before Finance Cost, Depreciation and Tax of Rs. 11,418,237/- during the current year as compared to profit of Rs. 7,642,616/- in the previous year. The Company earned net profit of Rs. 819,156/- after making provision for Finance Cost, Depreciation and Tax as compared to Net Loss of Rs. 838,477/- in the previous year.

FUTURE OUTLOOK

Company is introducing new range of products under Leisure and Home Division which will be in the launched in market very soon. These products are designed as per international standards and also first of its kind to be available in the Indian market with variety of design and colours. The modern trend of Building Construction and Architecture requires new products than the conventional one. We foresee acceptance and market potential for these products.

FIXED DEPOSITS

During the year the Company has not accepted any fixed deposits from the public under Section 58A.

PARTICULARS OF EMPLOYEES

The information as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not given, as no employee of the Company was in receipt of remuneration exceeding the limits as laid down in this respect.

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

A statement giving information regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo required under Section 217(1)(e) of the Companies Act, 1956 are annexed and form part of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956 have been followed along with explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

DIRECTORS

Mr. Bhupendra J. Ambani, who retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association.

Mr. Rajnikant N. Shah and Mr. Haresh P. Sanghavi, Independent Directors ceased to be associated with the Company w.e.f. 30.04.2014.

Mr. Sandeep Ravindra Shah was appointed as as Additional Director cum Independent Director w.e.f. 01/04/2014 and Mr. Ashwin Soomanlal Shah was appointed as Additional Director cum Independent Director w.e.f. 30.04.2014. As per the provisions of the Section 149 of the Companies Act, 2013 they are proposed to be appointed as Independent Directors at the 25th Annual General Meeting.

Mr. Mukesh B. Ambani has been recommended for the re-appointment as Managing Director cum CEO as per the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013 w.e.f. 01.09.2014 and payment of remuneration at the 25th Annual General Meeting.

CORPORATE GOVERNANCE

As per the amended Listing Agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance is attached.

AUDITORS AND AUDITORS'' REPORT:

M/s. Chaturvedi & Shah, Chartered Accountants, retire as auditors of the Company and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as the Auditors of the Company.

The notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The Company has appointed M/s. Jitendrakumar and Associates, Cost Accountants as Cost Auditors for the F.Y. 2013-14 as per section 148 of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record their appreciation of the dedicated efforts by the staff of the Company at all levels in their drive to enhance the Company''s operation.

We would also like to express our gratitude to all Shareholders for their wholehearted support.

For and on behalf of the Board Directors

Place: Mumbai (Bhupendra J. Ambani) Dated: 30th May, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors are pleased to present the 24th Annual Report, and the audited accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Amount in Rs.)

Year Ended Year Ended 31.03.2013 31.03.2012

Profit/(Loss) before Finance Cost, Depreciation and Tax 7,642,616 (1,399,310)

Less: Finance Cost 4,452,921 3,819,171

Profit/(Loss) before Depreciation 3,189,696 (5,218,481)

Less: Depreciation 4,028,171 3,497,470

Profit/(Loss) before Tax (838,476) (8,715,951)

Less: Current Tax Nil Nil

Profit/(Loss) after Tax (838,476) (8,715,951)

Add: Balance Brought from Previous year (30,201,431) (21,485,480)

Balance Carried forward to next year (31,039,907) (30,201,431)

DIVIDEND

Due to carry forward loss of Rs. 31,039,907 our directors regret their inability to recommend any dividend for declaration.

OPERATIONS

The Revenue from operation during the year under review was Rs. 99,532,964 as against Rs. 91,961,999 in the previous year reflecting a growth of 8.23% over the previous year. Company has earned profit before Finance Cost, Depreciation and Tax of Rs. 7,642,616 during the current year as compared to loss of Rs. 1,399,310 in the previous year. The Company incurred net loss of Rs. 838,476 after making provision for Finance Cost, Depreciation and Tax as compared to Net Loss of Rs. 8,715,951 in the previous year.

FUTURE OUTLOOK

Company is introducing new range of products under Leisure and Home Division which will be in the launched in market very soon. These products are designed as per international standards and also first of its kind to be available in the Indian market with variety of design and colors. The modern trend of Building Construction and Architecture requires new products than the conventional one. We foresee acceptance and market potential for these products.

FIXED DEPOSITS

During the year the Company has not accepted any fixed deposits from the public under Section 58A.

PARTICULARS OF EMPLOYEES

The information as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not given, as no employee of the Company was in receipt of remuneration exceeding the limits as laid down in this respect.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the accounts for the financial year ended March 31, 2013; the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956 have been followed along with explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern'' basis.

DIRECTORS

Mr. Bhupendra J. Ambani, who retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association.

CONSOLIDATED ACCOUNTS

During the previous year the Company promoted Infra Fenestration Private Limited (IFPL) and made an investment of Rs. 98,000/- towards initial subscription. The Company holds 49% of the equity of IFPL. IFPL has not started the commercial activities, but have incurred loss of Rs. 31,384 for the year 2012-13 due to filing and audit fees. Company''s share in losses of IFPL is Rs. 15,064. Company intends to dispose the investment in near future. Since there is no other subsidiary or associate and there is no material impact of Company''s share in losses of IFPL on consolidated financial statements, hence the separate Consolidated Financial Statements have not been prepared. Carrying amount of investment in IFPL as on 31st March, 2013 is Rs. 82,936.

CORPORATE GOVERNANCE

As per the amended Listing Agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance is attached.

AUDITORS AND AUDITORS'' REPORT:

M/s. Chaturvedi & Shah, Chartered Accountants, retire as auditors of the Company and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as the Auditors of the Company.

The notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The Company has appointed M/s. Jitendrakumar and Associates, Cost Accountants as Cost Auditors for the F.Y. 2012-13 as per section 233B (2) of the Companies Act, 1956.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record their appreciation of the dedicated efforts by the staff of the Company at all levels in their drive to enhance the Company''s operation.

We would also like to express our gratitude to all Shareholders for their wholehearted support.

For and on behalf of the Board Directors

Place: Mumbai (Bhupendra J. Ambani)

Dated: 30th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Twenty Third Annual Report, and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Amount in Rs.)

Year Ended Year Ended 31.03.2012 31.03.2011

Profit/(Loss) before Interest, Depreciation and Tax (13,99,310) 36,71,100

Less: Interest 38,19,171 27,56,612

Profit/(Loss) before Depreciation (52,18,481) 9,14,488

Less: Depreciation 34,97,470 31,09,806

Profit/(Loss) before Tax (87,15,951) (21,95,318)

Less: Provision for Fringe Benefit Tax Reverse - 2,22,088

Profit/(Loss) after Tax (87,15,951) (19,73,230)

Add: Balance Brought from Previous year (2,14,85,480) (1,95,12,250)

Balance Carried forward to next year (3,02,01,431) (2,14,85,480)

DIVIDEND

Due to carry forward losses of 7 3,02,01,431 our directors regret their inability to recommend any dividend for declaration.

OPERATIONS

The Sales during the year under review was Rs. 10,15,48,440 as against Rs. 10,38,91,588 in the previous year reflecting a reduction of 2.26% over the previous year. Company has incurred loss before Interest, Depreciation and Tax of Rs. 13,99,310 during the current year as compared to Profit of 7 36,71,100 in the previous year. The Company incurred net loss of Rs. 87,15,951 after making provision for Interest and Depreciation compare to Net Loss of Rs. 19,73,230 in the previous year.

FUTURE OUTLOOK

Company is introducing new range of products under Leisure and Home Division which will be in the production very soon. These products are designed as per International Standards and also first of its kind to be available in the Indian market with variety of design and colors. The modern trend of Building Construction and Architecture requires new products than the conventional one. We foresee acceptance and market potential for these product.

FIXED DEPOSITS

During the year the Company has not accepted any fixed deposits from the public under Section 58A.

PARTICULARS OF EMPLOYEES

The information as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not given, as no employee of the Company was in receipt of remuneration exceeding the limits as laid down in this respect.

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

A statement giving information regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo required under Section 217(l)(e) of the Companies Act, 1956 are annexed and form part of the report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012; the applicable accounting standards have been followed along with explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern* basis.

DIRECTORS

Mr. Rajnikant N. Shah, who retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association.

CONSOLIDATED ACCOUNTS

During the year, company promoted Infra Fenestation Pvt. Ltd. and has made an investment of Rs. 98000 towards initial subscription. Company hold 49% of the equity of Infra Fenestation Pvt. Ltd. has not carried out any transaction in the financial year 2011-12. Since there are no other subsidiary or associated, there is no impact of the financial statement of consolidated account, hence the separate Consolidated Financial Statement has not been prepared.

CORPORATE GOVERNANCE

As per the amended Listing Agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance is attached.

AUDITORS AND AUDITORS' REPORT:

M/s. Chaturvedi & Shah, Chartered Accountants, retire as auditors of the Company and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as the Auditors of the Company.

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

COST AUDITORS:

The Company has appointed M/s. N. Ritesh & Associates, Cost Accountants for preparing necessary compliance report for the F.Y. 2011-12 as per section 209(1) (d) of the Companies Act ,1956.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record their appreciation of the dedicated efforts by the staff of the Company at all levels in their drive to enhance the Company's operation.

We would also like to express our gratitude to all Shareholders for their wholehearted support.

For and on behalf of the Board Directors

Place: Mumbai (Bhupendra J. Ambani)

Dated: 21st July, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report, and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs.)

Year Ended Year Ended

31.03.2010 31.03.2009

Profit/(Loss) before Interest, Depreciation and Tax (5,61,588) 96,30,062

Less: Interest 36,18,392 62,28,555

Profit/(Loss) before Depreciation (41,79,981) 34,01,507

Less: Depreciation 32,50,644 33,49,266 Profit/(Loss) before Tax (74,30,625) 52,240

Less: Provision for Fringe Benefit Tax 0 2,60,000

Add: Deferred Tax Assets (34,30,272) (24,60,162)

Profit/(Loss) after Tax (40,00,353) 22,52,403

Add: Balance Brought from Previous year (1,55,11,897) (1,77,64,300)

balance Carried forward to next year (1,95,12,250) (1,55,11,897)

DIVIDEND

Due to carry forward losses of Rs 1,95,12,250/- your directors regret their inability to recommend any dividend for declaration.

OPERATIONS

The Sales during the year under review was Rs. 9,32,20,415/- as against Rs. 9,63,28,771/- in the previous year reflecting a reduction of 3.23.% over the previous year. Company has incurred loss before Interest, Depreciation and Tax of Rs.5,61,588/- during the current year as against the Profit of Rs.96,30,062/- in the previous year. The Company incurred net loss of Rs. 40,00,353/- after making provision for Interest, Depreciation and Deferred Tax Assets compare to Net Profit of Rs. 22,52,403/- in the previous year. In order to reduce Companys debt liabilities and emerging interest cost burden, the management of the Company decided to dispose off one of the facility at Dadra which has been not used for past many years and not being yielding or giving commensurate returns as compared to the value invested in it.

FUTURE OUTLOOK

The Company has ventured into the manufacturing of colour water tanks under the Brand name RANGEELE with advance processing technology. These being the value added product having higher margins which has improved and will improve the performance in future

FIXED DEPOSITS

During the year the Company has not accepted any fixed deposits from the public under Section 58A.

PARTICULARS OF EMPLOYEES

The information as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not given, as no employee of the Company was in receipt of remuneration exceeding the limits as laid down in this respect.

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

A statement giving information regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo required under Section 217(l)(e) of the Companies Act, 1956 are annexed and form part of the report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31a March, 2010; the applicable accounting standards have been followed along with explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv)That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

DIRECTORS

Mr. Rajnikant N. Shah, who retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association.

Mr. Dipak Tipnis was appointed as an additional Director during the year on 25th November, 2009. He has resigned and ceased to be director due to personal works w.e.f. 31st March, 2010. The Board has placed on record appreciation of his services to the Company and look forward for his continuance support in future.

Mr. Bhupendra J. Ambani was appointed as an Additional Director w. e. f. 22nd October, 2009 in accordance with Article 123 of the Articles of Association of the Company and Section 260 of the Act. Mr. Bhupendra J. Ambani holds the office only upto the date of the forth coming A.G.M. and a Notice under section 257 of the Act has been received from a member signifying his intention to propose Mr. Bhupendra J. Ambani appointment as a Director.

On the recommendation of the Remuneration Committee, Board re-appointed Mr. Mukesh B. Ambani as Managing Director with effect from 1st December, 2009 for a period of 5 years pursuant to Articles 145 to 149 of the Articles of Association of the Company and Section 198,269,309,310 and Part II, Section II of Schedule XIII of the Companies Act, 1956. The Board recommends his re-appointment for your approval.

CORPORATE GOVERNANCE

As per the amended Listing Agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance is attached.

AUDITORS AND AUDITORS REPORT:

M/s. Chaturvedi & Shah, Chartered Accountants, retire as auditors of the Company and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment as the Auditors of the Company.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record their appreciation of the dedicated efforts by the staff of the Company at all levels in their drive to enhance the Companys operation.

We would also like to express our gratitude to all Shareholders for their wholehearted support.

For and on behalf of the Board Directors

PLACE: MUMBAI Mukesh B. Ambani

DATED: 27th May, 2010 (Managing Director)