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Directors Report of Manjeera Constructions Ltd.

Mar 31, 2016

To

The Members

M/s. Manjeera Constructions Limited

# 304, Aditya Trade Centre, Ameerpet,

Hyderabad - 500 038.

The Directors have a great pleasure in presenting the 29th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March, 2016.

Financial Highlights

During the year under review, performance of the Company on standalone and consolidated basis is as under:

(Rupees in Lakhs)

Particulars

Standalone

Consolidated

FY 2015-16

FY 2014-15

FY 2015-16

FY 2014-15

Total Income

4071.70

2141.79

6710.42

6868.86

Less: Total Expenditure

3091.76

1393.02

5728.55

4003.19

Profit before Interest, Depreciation and tax

979.94

748.77

981.87

2865.67

Less: Interest and Financial Expenses

310.28

316.16

1356.92

2243.85

Less: Depreciation

28.86

36.94

530.29

240.82

Profit before tax

640.79

395.67

(905.34)

381.00

Tax Expense

Current Tax

157.59

94.67

157.59

94.67

Tax for Previous Year

(75.11)

39.50

(75.11)

39.50

Deferred Tax

0.93

(8.84)

(59.75)

46.09

Profit / (loss) after Tax

557.39

270.34

(928.07)

200.74

Proposed Dividend / Dividend paid

0.00

0.00

0.00

0.00

Tax on Dividend paid

0.00

0.00

0.00

0.00

Reserves & Surplus

7054.49

6497.10

7105.84

7162.30

Paid Up Equity share Capital

1250.84

1250.84

1250.84

1250.84

Operational Performance Review

Your Company on a standalone basis has achieved a turnover of Rs. 4071.70 Lacs as against the turnover of Rs.2141.79 Lacs in previous year. The net profit after tax stood at Rs.557.39 Lacs as against Rs.270.34 Lacs in the previous year. The Basic Earnings per share for the year ended 31.03.2016 is Rs.4.46 as against Rs.2.16 for the corresponding previous year ended 31.03.2015. The performance on consolidated basis is impacted as the property of Mall is mostly retained and only rents are received by the subsidiary Company, and further due to bad market conditions, the sales of the office spaces is sluggish.

State of Company''s Affairs

Your Company as a member of the Consortium jointly with one of its group Company namely "Manjeera Hotels and Resorts Private Limited" has received a Letter of Intent (LOI) dated 6th July, 2016 from Andhra Pradesh Tourism Development Corporation Ltd (APTDC), as the Preferred Bidder for the development of land admeasuring 6 acres situated on Survey No. 107/2B & 107/3A2 in Lalacheruvu, Rajahmundry Urban, East Godavari District, Andhra Pradesh into Convention cum Exhibition Centre with Hotel Facility at Rajahmundry, Andhra Pradesh on PPP basis.

Your Company has also entered into a Development Agreement on 24th September, 2015 with Mr. Maganti Adarsh and others for Joint development of land admeasuring 7 acres situated on Survey No''s. 399, 399/1 at Atmakur village, Mangalagiri Mandal, Guntur District in the state of Andhra Pradesh into Residential/Commercial.

Change in Nature of Business

During the period under review, there has been no change in the nature of business of the Company.

Material changes if any affecting the financial position of the Company

There was no material change or commitment affecting the financial position of the Company.

Dividend

With a view to redeploy the profits for current/future business of the Company, the Board of Directors has not recommended the Dividend for the Financial Year 2015-16.

Amounts Transferred to Reserves

No amount is proposed to be carried to general reserve and amount of Rs. 5.57 Crores is retained as surplus in the Statement of Profit and Loss Account of Standalone Financials.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 is Rs. 12.508 crores. During the year, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

Number of Board Meetings

Regular meetings of the Board were held to review the performance of the Company, to discuss and decide on various business strategies, policies and other issues.

During the Financial year 2015-16, 6 meetings of the Board of Directors of the Company were held on 30.05.2015, 13.07.2015, 12.08.2015, 14.11.2015, 12.02.2016 and 31.03.2016. The intervening gap between two consecutive meetings was not more than 120 days. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

Public Deposits

As per the provisions of Section 73 of the Companies Act, 2013 read along with Companies (Acceptance of Deposits) Rules, 2014,

(a) Your Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966, during the year under review.

(b) The company does not have any unclaimed or unpaid deposits at the end of the year under review or any other previous year

Directors and Key Managerial Personnel

(i) Directors:

(a) Mrs. G. Padmaja, the Director of the Company is liable to retire by rotation. Her tenure expires in ensuing Annual General Meeting and being eligible for reappointment at the forthcoming Annual General Meeting of the Company has offered herself for reappointment.

The proposal regarding re-appointment of the aforesaid Director is placed for your approval.

(ii) Key Managerial Personnel: During the year under review, Ms. A Yamini Krishna, Company Secretary resigned from the position of Company Secretary & Compliance Officer on 5th February, 2016 and Mrs. Sucharitra Sahoo was appointed as the Company Secretary & Compliance Officer on 30th May, 2016.

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, a brief profile of Mrs. G Padmaja, Director who is seeking re-appointment is as follows:

Name of Director

G. Padmaja

Date of Appointment

14/08/2014

Qualification

B. Com

No.of Shares held in the Company

8,54,750

Directorships held in other Companies (excluding private limited and foreign Companies)

NIL

Positions held in mandatory committees of other Companies

Member of Audit Committee & Nomination & Remuneration Committee

Policy on Directors'' Appointment and Remuneration and other Details

The assessment and appointment of members to the Board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013, Clause 49 of the Listing Agreement and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013, Clause 49 (IV) (B) of the Listing Agreement and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which form part of this report.

Statement indicating the manner in which formal annual evaluation has been made by the board of its own performance, its directors, and that of its committees.

Pursuant to provisions of section 134(p) of the Companies Act 2013, and the corporate Governance requirements as prescribed by Securities and Exchange Board of India (LODR) Regulations, 2015, the Board has to carry out annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. In this regard your Board is working with the nomination and remuneration committee to lay down evaluation criteria for performance of executive/non-executive/independent directors.

Receipt of any commission by MD/WTD from Company or receipt of commission/remuneration from its holding or subsidiary.

Details of Remuneration /commission received by MD/WTD from Company, its holding/subsidiary companies is provided in the extract of Annual return in prescribed form MGT 9.

Director''s Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of 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 have 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 have prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

Extract of Annual Return

As required under the provisions of Section 134(3) (a) and of section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form No.MGT-9 forms part of this report as Annexure I.

Statutory Auditors

The Auditors, M/s. A.K. Sabat & Co, Chartered Accountants, Hyderabad, hold office until the conclusion of the this annual general meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 139 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the next term, and authorize the Board of Directors to fix their remuneration.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

The Standalone Financial Statements doesn''t contain any qualification, but the auditors of the Subsidiary Company "Manjeera Retail Holdings Private Limited" have expressed following qualified opinion and disclaimer of opinion respectively which are reflected in the consolidated financial statements:

Qualified Opinion: Inventory of properties under development as at 31st March 2016 includes interest cost on the borrowings and other liabilities capitalized to the tune of Rs. 370,457,089, which in our opinion, is not consistent with the provisions of Accounting Standard (AS) 16 "Borrowing Cost". Had the Company followed the accounting principles as laid down under AS 16, the loss for the year would have been higher and consequently, the balance of inventory of properties under development and reserves and surplus as at 31st March 2016 would have been lower by the aforesaid amount.

Disclaimer of opinion: The Company has not established its IFCoFR based on or considering the essential components of internal control stated in the Guidance Note issued by the ICAI. We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company, and the disclaimer does not affect our opinion on the financial statements of the Company.

Cost Auditor

Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2015-16. However, the company is maintaining adequate cost records as stated under the said rules.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 the Board of Directors of your Company at its meeting held on 30th May, 2016 has appointed Mr. Naresh Kumar Chanda, Practicing Company Secretary (CP No. 8153) as Secretarial Auditor to undertake the Secretarial Audit of the Company.

The secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as Annexure II to this report.

The Secretarial Auditor has given his opinion stating that the Board of Directors of the Company is not in compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015.

Particulars of Loan, Guarantees and Investments and Securities

Particulars of loans, investments made, guarantees given or security provided are provided in note no''s 13, 14 & 17 to the Standalone financial statements.

Particulars of Contracts / Arrangements with Related Parties

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Regulation 23 of the SEBI (LODR) Regulations, 2015 and section 2(76) of the Companies Act, 2013 read with Companies (Specifications of definitions Details) Rules, 2014, all of which were in ordinary course of Business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The details of the related party transactions as per Accounting Standard 18 are set out in Note (32) to the standalone financial Statements forming part of this report.

The particulars of contracts/arrangements made with related parties as required under Section 134(3)(h) of the Companies Act,2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set as Annexure III.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology absorption pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(c) of the Companies (Accounts) Rules, 2014 regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Composition of Audit Committee

(a) The Audit Committee comprises of three directors:

- Mr. DLS Sreshti - Chairman

- Mr. K Krishna Murty - Member

- Mrs. G. Padmaja - Member

The Company Secretary acts as Secretary to the committee. The primary objective of the committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosure, with transparency, integrity and quality of financial reporting.

Composition of Nomination & Remuneration Committee: -

The Nomination & Remuneration Committee comprises of three directors:

- Mr. DLS Sreshti - Chairman

- Mr. K. Krishna Murty - Member

- Mrs. G. Padmaja - Member

The Company Secretary acts as a secretary to the committee. The primary objective of the committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e. www.manjeera.com

i. Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure,2015

ii. Policy on preservation of Documents

iii. Risk Management Policy

Details of Subsidiary, Joint Venture or Associates

Manjeera Retail Holdings Private Limited (MRHPL) is a subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high - value projects by using innovative technology that creates trends through value engineering.

MTM Estates and Properties Private Limited is a wholly owned subsidiary of MCL. The Company has not yet taken up any business activity.

Other details of Subsidiary companies & Associates are attached as Annexure IV in Form AOC-1 to the Directors report

Significant and Material Orders Passed By the Courts/ Regulators

During financial year 2016, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company''s operations in future.

Internal Financial Control System

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Finance Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Director and Statutory Auditors with regard to IFC.

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

The Statutory Auditors of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed as Annexure - A to the Independent Auditor''s Report under Standalone Financial Statements.

Declaration by Independent Directors

Mr. K. Krishna Murty and Mr. DLS Sreshti are the Independent Directors on the Board of the Company. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149 of the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

Disclosure on Establishment of Vigil Mechanism

Your Company is committed to ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 to enable the Directors and Employees to report their genuine concerns or grievances.

Policy on Vigil Mechanism is available on the Company''s website at the web link www.manjeera.com.

Corporate Social Responsibility (CSR) policy

The Company has constituted Corporate Social Responsibility Committee (CSR) of the Board of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014.The brief outline of the CSR Policy, including overview of the program proposed to be undertaken, the composition of the CSR Committee, average net profits of the Company for the past three financial years, prescribed CSR expenditure and details of amount spent on CSR activities during the year have been disclosed in Annexure V to this Report, as mandated under the said Rules.

Particulars of Employees

Table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to this Report.

During the year none of the employees have received remuneration more than the limits specified under the 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.

Management Discussion and Analysis Report

The Management Discussion and Analysis for the year under review, as stipulated under Regulation of the Listing Agreement with Stock Exchange in India forms an integral part of this Annual report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company is attached as Annexure VII.

Report on Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations, a separate report on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance is attached as Annexure VIII to this report.

Risk Management Policy

The Company has a risk management policy in place. The policy works at various levels of the organization. Risk management process has been established and is designed to identify the elements of risk including those that may threaten the existence of the Company.

Policy on Risk Management is available on the Company''s website at the web link www.manjeera.com.

Disclosures under sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013

Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well defined policy on Prevention of Sexual Harassment for an employee.

Secretarial Standards

The Company is in compliance with SS-1 & SS-2.

Event Based Disclosure

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares), to employees of the Company under any Scheme including ESOS.

3. Significant & material orders passed by the regulators or courts or tribunal

4. Significant orders passed by the authorities which impact the going concern status and Company''s operations in future.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company''s executives, staff and workers for achieving reasonable results under demanding circumstances.

For and on behalf of the Board of Directors

Place : Hyderabad G. Yoganand K. Krishna Murty

Date : 13.08.2016 Managing Director Director

(DIN 00850735) (DIN 01466390)


Mar 31, 2014

Dear Members,

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

Financial Results (on Standalone basis) (Rs. In Lacs)

Particulars FY 2013-14 FY 2012-13

Total Income 6294.38 10192.72

Less: Total Expenditure 5113.63 8930.27

Profit before Interest, Depreciation and tax 1180.75 1262.45

Less: Interest and Financial Expenses 588.35 324.80

Less: Depreciation 60.32 73.13

Profit before tax 532.08 864.52 Tax Expense

Current Tax 197.93 305.19

Tax for Previous Year (45.74) 47.39

Deferred Tax (5.01) (20.37)

Profit after Tax 384.90 532.31

Proposed Dividend/Dividend paid - 150.10

Tax on Dividend paid - 25.51

Reserves & Surplus 6237.03 5852.13

Paid Up Equity share Capital 1250.84 1250.84

Operational Performance Review

Your company has achieved turnover of Rs. 6294.38 Lacs as against the turnover of Rs. 10192.72 Lacs in previous year. The net profit after tax stood at Rs. 384.90 Lacs as against Rs. 532.31 Lacs in the previous year. The Basic Earnings per share for the year ended 31.03.2014 is Rs. 3.08 as against Rs. 4.26 for the corresponding previous year ended 31.03.2013.

Dividend

With a view to redeploy the profits for future business of the Company, the Board of Directors have not recommended the dividend for the financial year 2013-14.

Directors

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of Mr. K. Krishna Murty and Mr. DLS Sreshti as Independent Directors is being placed before the Members in this Annual General Meeting for approval. The Company has received necessary declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the Management.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. G. Padmaja was appointed as an Additional Director with effect from 14.08.2014 and she shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Mrs. G. Padmaja for appointment as a Director of the Company and is liable to retire by rotation.

The proposal regarding appointment of the aforesaid Directors is placed for your approval.

A brief profile of the proposed appointees in terms of clause 49 of the Listing Agreement has been given under the Report on Corporate Governance.

Listing of Shares

The Company''s shares are compulsorily traded in the dematerialized form, with nationwide terminals on Bombay Stock Exchange and National Stock Exchange through Madras Stock Exchange.

The details of Shareholding Pattern, Distribution of shareholding and share prices are mentioned separately in the Report on Corporate Governance.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Director''s Responsibility Statement

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

i) in the preparation of annual accounts for the year ended 31.03.2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

iii) the Directors have taken proper and sufficient care 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.

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

Subsidiary Company

Manjeera Retail Holdings Private Limited (MRHPL) is a subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high - value projects by using innovative technology that creates trends through value engineering.

MRHPL has undertaken the development of 8.295 Acres of APHB''s (Andhra Pradesh Housing Board) Land at Kukatpally under special purpose vehicle. The Project deals with construction of about 19.82 Lacs Sq.ft. of built-up area of office, retail / multiplex / commercial / residential apart from car parking space of about 8.92 Lacs Sq. ft. Out of four towers, Manjeera Majestic commercial, Manjeera Majestic Homes, Manjeera Mall are completed and Manjeera Trinity Corporate building is expected to be completed by December 2014.

MTM Estates and Properties Private Limited is a wholly owned subsidiary of MCL. The Company has not yet taken up any business activity. Pursuant to the approval of the Boad of Directors of M/s. Manjeera Retail Holdings Pvt. Ltd., at their meeting held on 6th December 2013, a scheme of Arrangement inter alia for Demerger of Mall business with its assets and liabilities of Manjeera Retail Holdings Private Limited to MTM Estates and Properties Private Limited, has been filed with Hon''ble High Court of Judicature of Andhra Pradesh at Hyderabad.

In terms of the scheme of Arrangement, the entirre mall business of M/s. Manjeera Retail Holdings Pvt. Ltd. is proposed to be demerged and vested with resulting Company M/s. MTM Estates and Properties Private Limited w.e.f. 1st April, 2013 being the Appointed date. The purpose of aforesaid restructuring is to separate the mall business, as after the demerger, it would enable M/s. Manjeera Retail Holdings Pvt. Ltd. to provide necessary focus, flexibility and vibrancy to the remaining business in the best interest of all stakeholders.

A statement pursuant to Section 212 of the Companies Act, 1956, related to the accounts of the subsidiaries is annexed as part of this Annual Report. The annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company.

Auditors & Auditors'' Report

The Auditors, M/s. A.K. Sabat & Co, Chartered Accountants, Hyderabad, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 139 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the next term, and authorize the Board of Directors to fix their remuneration.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Cost Compliance Certification

In order to comply with the General Circular No. 68 / 2011 [52/13/CAB-2011] dated 30th November, 2011 issued by Ministry of Corporate Affairs (MCA), your Company is under process to obtain the Cost Compliance Certificate for the year ended 31.03.2014 and the same will be filed within such timeframe as stipulated by MCA in this regard. The Company had obtained the said Compliance Report for FY 2012-13 from M/s. Sagar & Associates, Cost Accountants and the same is duly filed with the Registrar of Companies, Hyderabad.

Particulars of Employees

During the year under review, your Company does not have any employee falling under the category specified under Section 2A of Section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Report on Corporate Governance

The Company has put in place the compliances pertaining to Corporate Governance. As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report.

Your company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report section.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under clause 49 of the Listing Agreement is also attached to this report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1)(e) of the companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of the Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 217(1)(e) regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Industrial Relations

The Company has maintained cordial and harmonious industrial relations throughout the year.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company''s executives, staff and workers for achieving reasonable results under demanding circumstances.

For and on behalf of the Board of Directors

G. Yoganand K. Krishna Murty Place: Hyderabad Managing Director Director Date: 14.08.2014 (DIN 00850735) (DIN 01466390)


Mar 31, 2013

Dear Members,

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

Financial Results (on Standalone Basis)

(Rs.in Lacs) Particulars FY 2012-13 FY 2011-12

Total income 10192.72 9966.96

Less: Total Expenditure 8930.27 8810.72

Profit before Interest, Depreciation and tax 1262.45 1156.24 Less: Interest and Financial Expenses 324.80 125.39

Depreciation 73.13 87.16

Profit before tax 864.52 943.69

Tax Expense

Current Tax 305.19 312.23

Tax for Previous Year 47.39 (119.15)

Deferred Tax (20.37) (16.52)

Profit after Tax 532.31 767.10

Proposed Dividend 150.10 150.10

Tax on proposed Dividend 25.51 24.35

Reserves & Surplus 5852.13 5495.39

Paid Up Equity share Capital 1250.84 1250.84

Operational Performance Review

You will be glad to note that your Company has achieved turnover of Rs. 10,192.72 Lacs as against the turnover of Rs. 9,966.96 Lacs in previous year. The net profit after tax stood at Rs. 532.31 Lacs as against Rs. 767.10 Lacs in the previous year. The Basic Earnings Per Share for the year ended 31.03.2013 is Rs. 4.26 as against Rs. 6.13 for the corresponding previous year ended 31.03.2012.

Dividend

Your Directors take pleasure in recommending equity dividend of Rs. 1.20/- per share on 1,25,08,418 Equity Shares of the Company of face value of Rs. 10/- each for the approval of the members for the financial year 2012-13.

The dividend, if approved, at the 26th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members at the close of trading hours on 25.09.2013.

Directors

The Board has re-appointed Mr G Vivekanand as Whole-time Director of the Company in their meeting held on 13.08.2013.

Mr DLS Sreshti, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for being re-appointed as the Director of the Company.

The proposal regarding re-appointment of the aforesaid Directors is placed for your approval.

A brief profile of the proposed appointees together with other disclosures in terms of Clause-49 of the Listing Agreement has been given under the Report on Corporate Governance.

Listing of Shares

The Company''s shares are compulsorily traded in the dematerialized form, with nationwide terminals on Bombay Stock Exchange and National Stock Exchange through Madras Stock Exchange.

The details of Shareholding Pattern, Distribution of shareholding and share prices are mentioned separately in the Report on Corporate Governance.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Director''s Responsibility Statement

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

i. In the preparation of Annual Accounts for the year ended 31.03.2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

iii. The Directors have taken proper and sufficient care 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.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Subsidiary Company

Manjeera Retail holdings Private Limited (MRhPL) is subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high - value projects by providing world class quality and using innovative technology that creates trends through value engineering.

MRhPL has undertaken the development of 8.295 Acres of APhB''s Land at Kukatpally under special purpose vehicle. The Project deals with construction of about 19.82 Lakhs sft. of built-up area of office, retail / multiplex / commercial / residential apart from car parking space of about 8.92 Lakhs sft. Out of four towers, Majestic commercial is already completed. Efforts are made to complete Manjeera Majestic homes Building by October''13 subject to availability of required funds. Trinity Mall & Multiplex is expected to be completed by October'' 13 and Trinity Corporate is expected to be completed by December'' 13.

The Company has obtained approvals for the land use Conversion, height Clearances from Airport Authority of India and NOC from DGFS for the properties. US Architects R204 DESIGN, Los Angeles, USA have been appointed for the project designs and they have completed the Concept designs for Office Complex and Shopping Mall. The designs for Residential and Office in S-3 Site were completed. All the Consultants for Marketing, Mechanical, Electrical and Plumbing (MEP), Vertical Transportation, Project Management Consultant (PMC) were appointed. The Civil and Structural Contractors for Manjeera Majestic Commercial (S3-A), Manjeera Majestic homes (S3-B), Manjeera Trinity Mall and Manjeera Trinity Corporate (S2-A) are already appointed.

A statement pursuant to Section 212 of the Companies Act, 1956, related to the accounts of the subsidiary is annexed as part of this Annual Report. The annual accounts of the subsidiary Company and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company.

Auditors and Auditors'' Report

M/s. A. K. Sabat & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Statutory Auditors of the Company, if appointed and have confirmed that the said appointment would be in conformity with the provisions of Section - 224 (1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Cost Compliance Certification

In order to comply with the General Circular No. 68 / 2011 [52/13/CAB-2011] dated 30th November, 2011 issued by Ministry of Corporate Affairs (MCA), your Company is under process to obtain the Cost Compliance Certificate for the year ended 31.03.2013 and the same will be filed within such timeframe as stipulated by MCA in this regard. The Company had obtained the said Compliance Report for FY 2011- 12 from M/s. Sagar & Associates, Cost Accountants and the same is duly filed with the Registrar of Companies, hyderabad, Andhra Pradesh.

Particulars of Employees

During the year under review, your Company does not have any employee falling under the category specified under sub-section 2A of Section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause- 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Report on Corporate Governance

The Company has put in place the compliances pertaining to Corporate Governance. As per Clause-49 of the Listing Agreement, a separate Section on Corporate Governance forms part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report Section.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under clause-49 of the Listing Agreement is also attached to this report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange

Earnings & Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1) (e) of the Companies Act, 1956 read with Rule-2 of the Companies (Disclosure of particulars in the Report of the Board of the Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 217 (1) (e) regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

industrial Relations

The Company has maintained cordial and harmonious industrial relations throughout the year.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Greater hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company''s executives, staff and workers for achieving good results under demanding circumstances.

For and On behalf of the Board

Place : hyderabad G Yoganand K Krishna Murty

Date : 13.08.2013 Managing Director Director


Mar 31, 2012

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

Financial Results (on Standalone Basis) (Rs in Lakhs)

Particulars FY 2011-12 FY 2010-11

Total Income 10,011.19 8,330.13

Less: Total Expenditure 8,850.35 6,703.55

Profit before Interest, Depreciation and Tax 1,160.84 1,626.58

Less: Interest and Financial Expenses 130.02 45.45

Depreciation 87.16 103.41

Profit before Tax 943.66 1,477.73

Tax Expense

Current Tax 312.23 461.61

Tax for Previous Year (119.15) -

Deferred Tax (16.52) (14.59)

Profit after Tax 767.10 1,030.70

Transfer to General Reserves 20.00 63.64

Proposed Dividend 150.10 187.62

Tax on Proposed Dividend 24.35 30.44

Reserves & Surplus 5,495.39 4,902.75

Paid Up Equity Share Capital 1,250.84 1,250.84

Operational Performance Review

You will be glad to note that your Company has achieved turnover of Rs 10,011.19 Lakhs as against the turnover of Rs 8,330.14 Lakhs in the previous year. The net profit after tax stood at Rs 767.10 Lakhs as against Rs 187.62 Lakhs in the previous year. The Basic Earnings Per Share for the year ended 31.03.2012 is Rs 6.13 as against Rs 8.24 for the corresponding previous year ended 31.03.2011.

Dividend

Your Directors take pleasure in recommending equity dividend of Rs 1.20 per share on 1,25,08,418 Equity Shares of the Company of face value of Rs 10 each for the approval of the members for the financial year 2011-12.

The dividend, if approved, at the 25th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members at the close of trading hours on 24.09.2012.

Directors

The Board has appointed Mr DLS Sreshti as an Additional Director of the Company in their meeting held on 12.11.2011. He holds office up to the date of ensuing Annual General Meeting. He is eligible for re-appointment and has indicated his willingness to serve, if re-appointed. The Company has received notice in writing proposing his candidature for the office of Director subject to retire by rotation.

Mr K Krishna Murty, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for being re-appointed as the Director of the Company.

The proposal regarding re-appointment of the aforesaid Director is placed for your approval.

A brief profile of the proposed appointee together with other disclosures in terms of Clause-49 of the Listing Agreement has been given under the Report on Corporate Governance.

Mr G Shiva Leelanand has resigned from the Board of the Company due to personal reasons on 13.02.2012. The Board expressed its sincere thanks for the services offered during his tenure and cherished his long association with the Company.

Listing of Shares

The Company's shares are compulsorily traded in the dematerialized form, with nationwide terminals on BSE Limited and National Stock Exchange of India Limited through Madras Stock Exchange Limited.

The details of shareholding Pattern, Distribution of shareholding and share prices are mentioned separately in the Report on Corporate Governance.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Director's Responsibility Statement

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

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

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

- The Directors have 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.

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

Subsidiary Company

Manjeera Retail Holdings Private Limited (MRHPL) is subsidiary of Manjeera Constructions Limited (MCL). The Company has inherent skills and resources to develop and execute high - value projects by providing world class quality and using innovative technology that creates trends through value engineering.

The Company's maiden initiative in Hyderabad - construction of about 20.00 Lakhs Sq. ft. of built-up area of office, retail / multiplex / commercial / residential apart from car parking space of about 9.00 Lakh Sq. ft. project is under process of development. The total estimated cost of the project is Rs. 637.80 crores. Out of four towers, Majestic commercial is already completed. Majestic residential is expected to be completed by December 2012, Trinity Mall & Multiplex is expected to be completed by March 2013 and Trinity Corporate is expected to be completed by September 2013.

A statement pursuant to Section 212 of the Companies Act, 1956, related to the accounts of the subsidiary is annexed as part of this Annual Report. The annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders in the head office of the holding Company.

Auditors and Auditors' Report

M/s AK SABAT & CO., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Statutory Auditors of the Company, if appointed and have confirmed that the said appointment would be in conformity with the provisions of Section - 224 (1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Cost Compliance Certification

In order to comply with General Circular No. 68/2011 [52/26/CAT-2010] dated 30th November, 2011 issued by Ministry of Corporate Affairs (MCA), your Company is under process to obtain the Cost Compliance Certificate and the same shall be filed within the such time frame as stipulated by MCA in this regard.

Particulars of Employees

Particulars of employees whose information is to be annexed to this report pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since the Company has not employed any such employees.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause- 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Report on Corporate Governance

The Company has put in place the compliances pertaining to Corporate Governance. As per Clause-49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report section.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance under Clause-49 of the Listing Agreement is also attached to this report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1) (e) of the Companies Act, 1956 read with Rule-2 of the Companies (Disclosure of particulars in the Report of the Board of the Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 217 (1) (e) regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Industrial Relations

The Company has maintained cordial and harmonious industrial relations throughout the year. Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and cooperation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's employees for achieving good results under demanding circumstances.

For and on behalf of the Board of Directors

Place : Hyderabad G Yoganand K Krishna Murty

Date : 14.08.2012 Managing Director Director


Mar 31, 2011

Dear Members,

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

Financial Results (on Standalone basis)

(Rs in Lacs)

Particulars FY 2010-11 FY 2009-10

Total Income 8330.13 6045.97

Less: Total Expenditure 6703.55 4624.49

profit before Interest, Depreciation and tax 1626.58 1421.48

Less: Interest and Financial Expenses 45.45 73.30

profit after Interest but before Depreciation and tax 1581.13 1348.17

Depreciation 103.41 95.60

Provision for Tax 447.02 237.57

profit after Tax 1030.70 1014.99

Proposed Dividend 187.62 150.10

Tax on proposed Dividend 30.43 24.93

Reserves & Surplus 4902.75 4090.11

Paid Up Equity share Capital 1250.84 1250.84

Operational Performance Review

You will be glad to note that your Company has achieved turnover of Rs 8330.13 Lacs as against the turnover of Rs 6045.97 Lacs in previous year 2009-10. The net profit after tax stood at Rs 1030.70 Lacs as against Rs 1014.99 Lacs in the previous year.

Dividend

Your Directors take pleasure in recommending equity dividend of Rs 1.50/- per share on 1,25,08,418 Equity Shares of the company of face value of Rs 10/- each for the approval of the members for the financial year 2010-11.

The dividend, if approved, at the 24th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members at the close of trading hours on 23.09.2011.

Directors

Mr. G. Yoganand has been re-appointed as the Managing Director of the Company at the Annual General Meeting of the Company held on 30th September, 2010 for a period of 5 years w.e.f. 1st July, 2010.

Mr. G. Vivekanand has been appointed as a Whole-Time Director of the Company in the Annual General Meeting of the Company held on 30th September, 2010 for a period of 3 years w.e.f. 1st October, 2010 and has been designated as Director – International Marketing.

The Board has appointed Mr. D.L.S. Sreshti as an Additional Director of the company in their meeting held on 14-11-2010. He holds office up to the date of ensuing Annual General Meeting. As the tenure of Mr. D.L.S. Sreshti is getting completed, the Board expresses its sincere gratitude for the guidance and services extended by Mr. D.L.S. Sreshti during his tenure as a Director of the Company.

Mr. G. Shiva Leelanand, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for being re-appointed as the Director of the Company.

The proposal regarding re-appointment of the aforesaid Director is placed for your approval.

A brief profle of the proposed appointee together with other disclosures in terms of Clause-49 of the Listing Agreement has been given under the Report on Corporate Governance.

Listing of Shares

The Company's shares are compulsorily traded in the dematerialized form, with nationwide terminals on Bombay Stock Exchange and National Stock Exchange through Madras Stock Exchange.

The details of Shareholding Pattern, Distribution of shareholding and share prices are mentioned separately in the Report on Corporate Governance.

Public Deposits

During the year the Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Director's Responsibility Statement

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

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

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

3. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions under the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

Subsidiary Company

Manjeera Retail Holdings Private Limited (MRHPL) is subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high-value projects by using innovative technology that creates trends through value engineering.

The Company's prestigious project in Hyderabad – construction of about 19.82 Lacs Sq. ft. of built-up area of office, retail / multiplex / commercial / residential apart from car parking space of about 8.92 Lacs Sq. ft. project is under development. The total estimated cost of the project is Rs 637.8 crores. The project is expected to be completed by December 2012.

A statement pursuant to Section 212 of the Companies Act, 1956, related to the accounts of the subsidiary is annexed as part of this Annual Report.The annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company

Auditors & Auditors' Report

M/s. A.K. SABAT & CO., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Statutory Auditors of the company, if appointed and have confrmed that the said appointment would be in conformity with the provisions of Section - 224 (1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Particulars of Employees

Particulars of employees whose information is to be annexed to this report pursuant to section 217(2A) of the companies Act, 1956 are not applicable since the company has not employed any such employees.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause-49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Report on Corporate Governance

The company has put in place the compliances pertaining to Corporate Governance. As per Clause-49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report.

Your company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report section.

A certifcate from the Statutory Auditors of the Company confrming the compliance of conditions of corporate governance under clause-49 of the Listing Agreement is also attached to this report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1) (e) of the Companies Act, 1956 read with Rule-2 of the Companies (Disclosure of particulars in the Report of the Board of the Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 217 (1) (e) regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Industrial Relations

The Company has maintained cordial and harmonious industrial relations throughout the year.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co- operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's executives, staff and workers for achieving good results under demanding circumstances.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Hyderabad G.Yoganand G. Shiva Leelanand Date : 13.08.2011 Managing Director Director


Mar 31, 2010

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

FINANCIAL RESULTS

Particulars FY 2009-10 FY 2008-09

Total Income 6045.97 6384.08

Less: Total Expenditure 4624.49 4886.58

Profit before Interest, Depreciation and tax 1421.48 1497.50

Less: Interest and Financial Expenses 73.30 157.87

Profit after Interest but before Depreciation and tax 1348.17 1339.62

Depreciation 95.60 103.69

Provision for Tax 237.57 225.28

Profit after Tax 1014.99 1010.65

Proposed Dividend 150.10 150.10

Tax on proposed Dividend 24.93 25.50

Reserves & Surplus 4090.11 3250.14

Paid Up Equity share Capital 1250.84 1250.84

Operational Performance Review:

Your company has achieved a turnover of Rs. 6045.97 lacs as against the turnover of Rs. 6384.08 lacs in previous year 2008-09. The net profit after tax stood at Rs. 1014.99 lacs as against Rs. 1010.65 lacs in the previous year 2008-09.

Dividend

Your Directors take pleasure in recommending equity dividend of Rs. 1.20/- per share on 1,25,08,418 Equity Shares of the company of face value of Rs. 10/- each for the financial year 2009-10 for the approval of the members.

The dividend, if approved, at the 23rd Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 24-09-2010. The Dividend on the equity shares if declared would involve an outflow of Rs.150.10 lacs and Rs.24.93 lacs towards dividend tax, resulting in a total outflow of Rs. 175.03 lacs.

Directors

The Board has approved the appointment of Mr. G. Yoganand as Managing Director of the Company, subject to the shareholders approval, for a period of five years with effect from 1st July, 2010.

The Board has appointed Mr. D.L.S. Sreshti as an Additional Director of the company in their meeting held on 31-10-2009. He holds office up to the date of ensuing Annual General Meeting. As the tenure of Mr. D.L.S. Sreshti is getting completed, the Board expresses its sincere gratitude for the guidance and services extended by Mr. D.L.S. Sreshti during his tenure as Director of the company.

Mr. K. Krishna Murthy, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for being re-appointed as the Director of the company.

The proposal regarding re-appointment of the aforesaid Director is placed for your approval.

Brief profile of the proposed appointee together with other disclosures in terms of Clause-49 of the Listing Agreement has been given under the Report on Corporate Governance.

Delisting of Equity Shares from Stock Exchanges

The Company has sought voluntary delisting of equity shares from the Bangalore Stock Exchange (BgSE) and Ahmedabad Stock Exchange (ASE). The members of the Company, at the Annual General Meeting held on 30th September, 2009 accorded their consent for delisting of equity shares of the Company from the above mentioned stock exchanges.

Pursuant to the voluntary delisting request made by the company, the delisting approvals from the BgSE and ASE dated 09-04-2010 and 27-04-2010 are received and the equity shares of the Company were delisted from BgSE and ASE w.e.f. 09-04-2010 and 31-03-2010 respectively.

The equity shares of the company shall continue to be listed on Madras Stock Exchange, and Bombay Stock Exchange.

Listing of Shares

During the year under review, the Companys shares are listed on National Stock Exchange Limited (NSE) and started trading with effect from 30th June, 2010. The Companys shares are compulsorily traded in the dematerialized form, with nationwide terminals. The symbol on NSE is "MANJEERA". The Demat ISIN number allotted in NSDL & CDSL for Equity Shares of the company is INE320D01018.

The details of Shareholding Pattern, Distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report.

Public Deposits

During the year the Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

Directors Responsibility Statement

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

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

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

loss of the Company for that period.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of said Section under the Companys Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

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

Subsidiary Company

Manjeera Retail Holdings Private Limited (MRHPL) is a subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high - value projects by using innovative technology that creates trends through value engineering.

The Company is developing a prestigious project covering construction of about 19.82 Lakhs Sq. ft. of built- up area of office, retail / multiplex / commercial / residential apart from car parking space of about 8.92 Lakh Sq. ft. Project is under construction and development. The total estimated cost of the project is Rs.637.8 crores. The project is expected to be completed within the next two years.

A statement pursuant to Section 212 of the Companies Act, 1956, related to the accounts of the subsidiary is annexed as part of this Annual Report.

Auditors & Auditors Report

M/s. A.K.SABAT & CO., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Statutory Auditors of the company if appointed and have confirmed that the said appointment would be in conformity with the provisions of Section - 224 (1B) of the companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

Particulars of Employees

Particulars of employees whose information is to be annexed to this report pursuant to section 217(2A) of the companies Act, 1956 are not applicable since the company has not employed any such employees.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause- 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

The company has put in place the compliances pertaining to Corporate Governance. As per Clause-49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report.

Your company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report section.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under clause-49 of the Listing Agreement is also attached to this report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1) (e) of the companies Act, 1956 read with Rule-2 of the Companies (Disclosure of particulars in the Report of the Board of the Directors) Rules, 1988 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 217 (1) (e) regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Industrial Relations

The Company has maintained cordial and harmonious industrial relations throughout the year.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co- operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Andhra Pradesh Housing Board, Hyderabad Metropolitan Development Authority, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Companys executives and staff for achieving good results under demanding circumstances.



For and on behalf of the Board of Directors



Sd/- Sd/- (G YOGANAND) (G SHIVA LEELANAND) Managing Director Director

Place : Hyderabad Date : 10.08.2010


Mar 31, 2001

The Directors have pleasure in presentating you the Fourteenth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2001.

FINANCIAL RESULTS

Rs.In Lacs Rs.In Lacs 2000-2001 1999-2000

Sales & Other Income 193.25 295.30

LESS: Total Expenditure 175.20 257.79

Gross profit after Interest but before Depreciation and Taxation 18.05 37.49

LESS: Depreciation 8.82 17.25

LESS: Provision for Taxation 5.74 10.07

Net Profit after Tax 3.49 10.17

Paid up capital 395.68 395.13

OPERATIONS

During the year, your Company has been in a position to complete the on-going projects successfully. The Company is intending to enter into infrastructure and allied Construction activities.

DIRECTORS

To appoint Director in place of Sri J. Ramesh who retires by rotation.

DEMATERIALIZATION AND LISTING OF SHARES:

The Company has entered into arrangement with National Securities Depository Ltd., and Central Depository Services (India) Ltd., to facilitate holding and trading of shares in electronic form. The shares of Company are in compulsory demat form.

The Companys equity shares are listed with Bangalore Stock Exchange, Ahmedabad Stock

Exchange, Chennai Stock Exchange and Regional Stock Exchange, Hyderabad. The Company is regular in paying the listing fee mainly trading in Companys equity share takes place on Hyderabad Stock Exchange and the depth and liquidity of trading in the Companys securities on all the other Stock Exchanges are NIL. It is also observed that the listing fee paid to the other Stock Exchange is disproportionately higher. As such, the Company proposes to voluntarily delist its equity share all or any of the Stock Exchanges at Bangalore, Ahmedabad, Chennai, on receipt of necessary approval/permissions. The cash flow statement in the format prescribed is annexed to this report in compliance of the listing agreement executed by the Company with the Stock Exchange.

PUBLIC DEPOSITS:

The Company had not accepted any deposit from public during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of recently introduced Section 217(2AA) in the Companies Act, The directors report that:

The accounting standards were followed in the preparation of annual accounts of the year under review.

The accounting policies are applied consistently to give a true and fair view of the state of affairs of the Company at the end of financial year under review and Profit and Loss account. Proper and sufficient care has been taken for maintenance of adequate accounting records and for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

The Annual Accounts have been prepared on going concern basis.

AUDITORS

M/s.A.K.SABAT & CO., Chartered Accountants, Hyderabad, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

FUTURE PROSPECTS :

The Company intends to take up contract works from Government/Quasi Government departments for which it is taking necessary steps for registration with appropriate authorities. The company has got good future prospects in the infrastructure projects that are likely to be taken up by the Company. The Company intends to pool all its expertise and efforts to participate in the same.

PARTICULARS OF EMPLOYEES :

Particulars of employees whose information is to be annexed to this report in pursuant of Sec 217(2A) are not applicable since the company has not employed any such employees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.

As the Company is not engaged in the manufacturing activity and at present carries out the construction activities only, prescribed information regarding compliance of rules relating to conservation of Energy & Technology, absorption pursuant to section 217(1)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of the Directors) rules, 1988 is not provided as the same is not applicable to the Company.

INDUSTRIAL RELATIONS

The Industrial Relation during the year have been cordial.

ACKNOWLEDGEMENTS

Your Directors wish to convey their sincere thanks to the Bankers, Registrar of Companies, Municipal Corporation of Hyderabad, Hyderabad Urban Development Authority and Stock Exchange for their continued support to the Company.

Your directors also wish to convey their appreciation of the dedicated service rendered by all categories of employees.

for and on behalf of the Board

Sd/- Sd/-

(G.YOGANAND)
Place: Hyderabad Date: 29.08.2001

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