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Directors Report of Marg Projects and Infrastructure Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company for the period ended 31st March 2015 is summarized as below:

(Rs. In Lakhs)

Year ended Year ended Description 31.03.2015 31.03.2014

Income from Operations - 11.12

Non-operating Income - 20.14

Total Income - 31.26

Expenditure 36.80 84.65

Gross Profit /(Loss) (before depreciation,

Finance Costs and tax) (36.80) (53.39)

Finance Costs 0.04 -

Depreciation 59.99 43.96

Profit / (Loss) before Tax (87.63) (97.35)

Provision for Income Tax (7.91) 1.67

Profit / (Loss) after Tax (80.18) (99.02)

Brought Forward Profit - 1147.16

Balance Carried to Balance Sheet - 1048.14

2. BUSINESS OPERATIONS OVERVIEW AND FUTURE PROSPECTS

There is no income for the company in this year compared to 11.12 lacs in the previous year. The general market conditions and high input cost is the main reason for such fall in the turnover. Your Company envisages in taking up diversified projects. Owing to adverse market conditions, your Company has not taken up any new contract during the period of review. However, the Company has utilised the assets and equipments by giving them on hire. Your Company is willing to execute the engineering, procurement and construction (EPC) and operation and management (O&M) aspects. In near future, MPIL will develop a rich, in-house expertise in both EPC and O&M verticals. This experience helps the Company to manage the entire tolling and maintenance functions during operations phase. Further, the Board is taking up steps to take up more projects in near future.

3. DIVIDEND

Due to losses incurred by the company, your Board do not recommend any dividend for the year under review.

4. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary Companies.

5. FIXED DEPOSITS

During the year, your Company has not accepted any deposits from the public.

6. DIRECTORS

Mr. G.Srinivasa Reddy, Director retires at this Meeting and being eligible offers himself for reappointment.

Mr. Abdul Hakeem, Director has resigned from the Directorship of the Company w.e.f. 30th April 2015. The Board placed on record its appreciation for the services provided by him during the tenure of his office as Director of the Company.

Pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the company, Mr. S Chandrashekaran who was appointed as an Additional Director (Non Executive - Independent) of the company w.e.f 30.09.2014 and who holds office upto the ensuing Annual General Meeting and in respect of whom the company has received requisite notice under section 160 of Companies Act 2013 in writing from a member proposing Mr. S Chandrashekaran as director of the company be and is hereby appointed as independent director of the company to hold office for period of 5 years.

As per Section 149(10) of the Companies Act, 2013 the Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment by passing of special resolution in the company and disclosure of such appointment shall be made in the Board's report. However they shall not be considered for director liable to retire by rotation.

In pursuant to the provisions of the Act and Listing Agreement Mrs. Jayashri Samal, BA. LLB., has been appointed as a Woman Director w.e.f 20.03.2015 and her appointment will be regularized at the ensuing Annual General Meeting subject to the approval of the shareholders.

7. MEETINGS

During the year under review, the Board of Directors met 5 times. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 12, 2015.

8. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the Companies Act, 2013, the Board is of opinion that a system for performance evaluation of itself and its committees would be established very soon. As contemplated by the Act, the independent directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board.

9. AUDIT RELATED MATTERS

A. AUDITORS

M/s. K Ramkumar & Co., Chartered Accountants, Chennai, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and offer themselves for re-appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting held thereafter as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM. The Company has received their Consent Letter to the effect that their re-appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

B. SECRETARIAL AUDITOR

The Board had appointed M/s Satyaki Praharaj & Associates, Company Secretaries in Whole-time Practice to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder. The report of the Secretarial Auditor is enclosed to this report as Annexure A.

10. POLICY AND OTHER MATTERS

A. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

B. EXTRACT OF ANNUAL RETURN

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure B to this report.

C. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.

D. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not taken any loan from Banks & Financial Institutions etc..

E. RELATED PARTY TRANSACTIONS

The company does not have Subsidiary Companies and it has not entered any related party transactions with Group Companies.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2015, Your Directors hereby confirmed that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed and there were no material departures;

ii) They 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 account of the Company for the year under review;

iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts for the financial year ended 31st March 2015 on a "going concern basis".

v) They had devised proper systems, internal financial controls to be followed by your Company and that such internal financial controls are adequate and have been operating effectively.

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

Reply to the Observation of the Auditor made in Auditors' Report

In respect of the Auditors' observation in para iv of the Annexure to the Auditors' Report with regard to internal audit system, the Company due to financial constraints could not appoint an Internal Auditor. However, in the management perspective, the procedures and methods followed and the inspections carried out by the management at regular intervals.

Point 7(a) of Annexure to the Auditors' report:

The delay in the payment of Provident fund, Income Tax, and other statutory dues were due to lower cash inflows from the existing projects and the company is arranging to make the payments shortly.

Reply to the observations made in Secretarial Auditor Report

a) The Company has filed the DIR-12 with Registrar of Companies upon her appointment and communicated the same to the stock exchange.

b) The Company will appoint Key Managerial Persons shortly.

c) The Company will file the Annual Financial Statements for the Financial Year 2013-2014 with Registrar of Companies shortly.

12. PARTICULARS OF EMPLOYEES

During the year, none of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year 2014-15 is not required to annexed to the Directors report as no directors are in receipt of any remuneration from the company.

13. INDUSTRIAL RELATIONS

During the year, there was no increase in manpower due to the adverse market condition and slowdown in company's business.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforces can be achieved with interface of latest technology.

Your Company is not an industrial undertaking in terms of Section 134(3)(m) of the Companies Act, 2013 read along with Companies Rule 8(3) of the Companies (Accounts) Rules, 2014 and hence, particulars regarding conservation of energy, technology absorption and adaptation are not applicable and hence the same are not provided.

There are no Foreign Exchange earnings or outgo during the financial year 2014-15.

15. THE MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

16. CORPORATE GOVERNANCE

Your Directors adhere to the requirements set out by the Securities Exchange Board of India's, Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

17. VIGIL MECHANISM

The Company has established a vigil mechanism to promote ethical behaviour in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical behaviour, suspected fraud or violation of laws, rules and regulation or conduct to the Chief Vigilance Officer and the Audit Committee of the Board of Directors. The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices.

18. ACKNOWLEDGEMENT

a) Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued cooperation and excellent support received during the year.

b) Currently, Infrastructure/Real Estate Market is facing hurdles due to various reasons which also have an impact on our company. Complying to the payments and maintenance of records under Labour laws is the top most priority of our Company. Based on the stabilization of the Cash flow, the payments will be streamlined

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

G Srinivasa Reddy S. Chandrashekaran Director Director

Place: Chennai Date: 30th May 2015


Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the 21 "Annual Report together with the Audited Accounts of your Company for the year ended 31 st March 2014.

Financial Highlights

The financial results of the Company for the period ended 31 st March 2014 is summarized as below:

(Rs in lakhs) Year Ended Year Ended Description 31.03.2014 31.03.2013

Income from Operations 11.12 66.49

Non-operating Income 20.14 46.64

Total Income 31.26 113.13

Expenditure 84.65 34.27

Gross Profit / (Loss) (before (53.39) 78.86

depreciation, Finance Costs and tax)

Finance Costs - 0.15

Depreciation 43.96 54.13

Profit /(Loss) before Tax (97.35) 24.58

Provision for Income Tax 1.67 4.17

Profit/(Loss) after Tax (99.02) 20.41

Brought Forward Profit 1,147.16 1,126.75

Balance Carried to Balance Sheet 1,048.14 1,147.16

Business Operations Overview and Future Prospects

The income from operation of the Company has reduced to Rs.11.12 lacs from Rs.66.49 lacs in the previous year. The general market conditions and high input cost is the main reason for such fall in the turnover. Your Directors envisages in taking up diversified projects. Owing to adverse market conditions, your Company has not taken up any new contract during the period of review. However, the Company has utilised the assets and equipments by giving them on hire. Your Company is willing to execute the engineering, procurement and construction (EPC) and operation and management (O&M) aspects. In near future, MPIL will develop a rich, in-house expertise in both EPC and O&M verticals. This experience helps the Company to manage the entire tolling and maintenance functions during operations phase. Further, the Board is taking up steps to take up more projects in near future.

Dividend

Owing to the loss incurred; your Board do not recommend any dividend for the year under review.

Subsidiary Companies

Your Company does not have any subsidiary Company.

Fixed Deposits

Your Company has not accepted any deposits from the public.

Directors

Mr. G Srinivasa Reddy, Director retires at this Annual General Meeting and being eligible offers himself for reappointment.

Auditors

M/s K Ramkumar & Co, Chartered Accountants, the Auditors of the Company hold office upto the conclusion of the forthcoming Annual General Meeting and have given their consent for re-appointment. Company has received a certificate under Section 224(1 B) of the Companies Act, 1956 and Section 139(1) of the Companies Act, 2013 from the retiring auditors regarding their eligibility for reappointment as the Company''s Aud itors for the year 2014-15.

Directors Responsibility Statement

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

i. in the preparation of the Annual Accounts for the Financial Year 2013-14, the applicable Accounting Standards have been followed and that there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Reply to the Observation of the Auditor made in Auditors'' Report

In respect of the Auditors'' observation in para vii of the Annexure to the Auditors'' Report with regard to internal audit system, your board explains that the Company due to financial constraints could not appoint an Internal Auditor. However, the management has followed the procedures and methods of Internal Audit and the inspections carried out by the management at regular intervals.

Particulars of Employees

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of

Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 fortheyear2013-14.

Industrial Relations

During the year there was no increase in manpower due to the adverse market condition and slowdown in company''s business.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Your company is not an industrial undertaking. Accordingly, particulars with regard to conservation of energy and technology absorption and adaptation required to be given under these heads in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There are no Foreign Exchange earnings or outgo during the financial year 2013-14.

The Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

Corporate Governance

Your Directors adhere to the requirements set out by the Securities Exchange Board of India''s, Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued cooperation and excellent support received during the year.

For and on behalf of the Board of Directors

G. Srinivasa Reddy M. Abdul Hakeem Director Director

Place: Chennai Date : 30th May2014


Mar 31, 2010

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

Financial Highlights

The financial results of the Company for the year ended 31st March 2010 is summarized as below;

(Rs In Lakhs)

Year ended Year ended Particulars 31.03.2010 31.03.2009

Income from Operations 7387.99 1769.15

Non-operating Income 45.03 150.99

Total Income 7433.02 1920.14

Expenditure 7019.12 1718.56

Gross Profit (Loss)

(before depreciation, interest and tax) 413.90 201.58

Interests Finance Charges 30.05 2.90

Depreciation 55.73 0.41

Profit (Loss) before Tax 328.12 198.27

Tax Expenses 62.39 25.79

Profit (Loss) after Tax 265.73 172.48

Brought Forward Profit (Loss) 807.61 635.13

Balance Carried to Balance

Sheet 1073.34 807.61

Business Operations Overview and Future Prospects

The effect of Global Financial Crisis of September 2008 had its impact on most economies of the world upto first half of 2009. There was sign of recovery in the second half after the launch of stimulus package in the USA. A large domestic market, resilient central bank and the policy of steady and gradual liberalisation of capital account helped India in the faster mitigation of the adverse impact of global recession. Increase in plan expenditure, reduction in taxes and sector specific measures have helped India to soften the impact of global financial crisis.

Your Company has leveraged the opportunities available and smoothly sailed through the bad phase of the economy. Your Company is executing the contracts it has bagged. The Directors envisage further growth in the Company and expect to get more projects in coming future.

Dividend

The Board could not recommend any dividend for the year under review in order to build reserves for the future.

Opportunities and Challenges

The Company is successfully carrying out operations in constructions, projects and Infrastructure development. The Company is bidding for new projects in diversified sectors. The present economic situation has created fierce competition.

Fixed Deposits

The Company has not accepted any Deposit from Public during the period.

Directors

During the year Mr. Gouri Shanker Mishra, Director retires at this Annual General Meeting and being eligible offers himself for reappointment.

Directors Responsibility Statement

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

i. in the preparation of the Annual Accounts for the Financial Year 2009-10, the applicable Ac- counting Standards have been followed and that there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors

M/s K Ramkumar & Co, Chartered Accountants the Auditors of the Company holds office upto the conclusion of the forthcoming Annual General Meeting and has given their consent for re- appointment. Company has received a certificate under Section 224(1 B) from the retiring auditors regarding their eligibility for re-appointment as the Companys Auditors for the year 2010-11.

Particulars of Employees

Information in accordance with the provisions of Sec.217 (2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules 1975 as amended, forms part of this Directors Report. However, as per provisions of Sec.219(1)(b)(iv) of the Companies Act, 1956, the annual report and accounts excluding the aforesaid information are being sent to the shareholders of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

Industrial Relations

Your Company enjoyed cordial industrial relations with workers at all project sites and with the employees. Management appreciates the employees for their dedicated services to the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Your company is not an industrial undertaking. Accordingly, particulars with regard to conservation of energy and technology absorption and

adaptation required to be given under these heads in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There is no Foreign Exchange earning or outgo during the financial year 2009-10.

Corporate Governance

Your Directors adhere to the requirements set out by the Securities Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as provided in Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

The Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers and Members during the year.

For and on behalf of the Board of Directors

G S Reddy M Abdul Hakkeem

Wholetime Director Director

Place: Chennai

Date : 29th May 2010


Mar 31, 2009

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2009. Your Directors are happy to inform that the current financial year has given new dimension to the Company.

Financial Highlights

The financial results of the Company for the year ended 31s1 March 2009 is summarized as below;

(Rs. in Lacs)

Year ended Year ended 31.03.2009 31.03.2008

Income from Operations 1769.15 22.47

Non-Operating Income 150.99 962.78

Total Income 1920.14 985.25

Expenditure 1718.55 48.62 Gross Profit (Loss)

(Before Depreciation, Interest and Tax) 201.58 936.63

Interest & Finance Charges 2.90 9.00 Depreciation 0.41 -

Profit (Loss) before Tax 198.27 936.54

Provision for Income Tax 22.55 117.01

Profit (Loss) after Tax 172.48 819.52

Brought Forward Profit (Loss) 635.13 (184.38)

Balance Carried to Balance Sheet 807.61 635.13

Revocation of Suspension

You would be happy to note that Bombay Stock Exchange Limited has revoked the suspension in trading of security vide their notification dated 23rd March 2009. The trading in Shares of your Company has resumed at Bombay Stock Exchange Limited from 27th March 2009.

Non Banking Non Financial Company (NBNFC)

Your Directors are delighted to inform you that your Company has been converted to NBNFC. Pursuant to taking up of new business objects, your Company had requested Reserve Bank of India (RBI) to convert it as NBNFC for freedom of operation. RBI has accordingly categorized the Company as NBNFC.

Business Operations Overview and Future Prospects

The year 2008-09 turned out to be a good year and your Company has achieved significant

growth in its operation. The Company has focused on construction and contract execution. The Company is also looking for the other options available including acquisition of the properties for development.

Delisting of Shares

Company has taken steps for delisting of shares at Hyderabad Stock Exchange Limited, Bangalore Stock Exchange Limited and Coimbatore Stock Exchange Limited as per the approval of shareholders in last AGM. The equity shares would continue to be listed at Bombay and Madras Stock Exchange.

Dividend

With a view to build reserves for the future, your Directors do not recommend any dividend for the current financial year.

Opportunities and Challenges

The Company is successfully carrying out operations in constructions, projects and infrastructure development. The Company is taking steps to procure new projects. The present economic situation has created fierce competition. Your Company is trying to create better operational efficiencies to improve its financial performance.

Fixed Deposits

The Company has not accepted any Deposit from Public during the period.

Directors

Mr. M Abdul Hakkeem, Director retires at this Annual General Meeting and being eligible offers himself for reappointment.

During the year Mr. Gouri Shanker Mishra and Mr. SudhirNShenoy were appointed by the Board as Additional Director and also confirmed as regular Director by the Shareholders at the last Annual General Meeting held on 30th September 2008. A brief profile of all the directors is provided in the corporate Governance Report.

During the year Mr. G. Ravishankar Reddy resigned from the Board and the Board appreciated the contribution made by him during his tenure as Director.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, the Directors hereby confirm that;

i. in the preparation of the Annual Accounts for the Financial Year ended 31st March 2009, the applicable Accounting Standards have been followed and that there are no material departures.

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

iii. They have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

Auditors

M/s. K.Ramkumar&Co., Chartered Accountants, the Auditors of the Company hold office upto the conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to continue their services as Auditors of the Company, if they are re-appointed by the Company. The Company has received a certificate under section 224(1 B) from the retiring auditors regarding their eligibility for re- appointment as the Companys Auditors for the year 2009-10.

Particulars of Employees

Particulars of employees of the Company who were in receipt of remuneration which in aggregate exceed the limit fixed under section 217(2A) of the Companies Act 1956 read along with Companies (Particulars of Employees) Rules 1975, is separately provided in Annexure 1.

Industrial Relations

Your Company enjoyed cordial industrial relationship with workers at all project sites and

with the employees. Management appreciates the employees for their dedicated services to the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Your Company is not an industrial undertaking. Accordingly, particulars with regard to conservation of energy and technology absorption and adaptation required to be given under these heads in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

There is no Foreign Exchange earning or outgo during the financial year 2008-09.

The Management Discussion & Analysis Report

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Directors Report.

Corporate Governance

Your Directors adhere to the requirements set out by the Securities Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as provided in Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

Acknowledgement

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers and Members during the year under review.

For and on behalf of the Board of Directors

G S Reddy M Abdul Hakkeem Whole Time Director Director

Place : Chennai Date : 31st July 2009