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Directors Report of NEO Infracon Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial Summary or performance of the company:

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Revenue from operations 2,16,95,877 4,86,78,100

Revenue from Other Income 8,572 6,53,372

Total Income 2,17,04,449 4,93,31,472

Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation 3,70,478 14,78,257

Less: Financial expenses 26,722 43,349

Operating profit before Preliminary expenses, Depreciation & Taxation 3,43,756 14,34,908

Less: Depreciation & Preliminary expenses written off - -

Profit before Taxation 3,43,756 14,34,908

Less : Provision for Taxation *

Current Tax 2,40,000 6,50,000

Short/(Excess) tax provision for earlier years 13,237 9,410

Deferred Tax — —

Profit after Taxation 90,519 7,75,498

Add: Charge pursuant to the adoption of revised Schedule II - -

Add: Charge on account of transitional provisions under AS 15 - -

Add: Balance brought forward - -

Profit available for appropriation 90,519 7,75,498

1. Operations:

The year under review was the vear of consolidation for future growth. The revenue of the company dropped by almost more than 60% because real estate business situation as less new buyer are in market and selling expenses is also very high. As the real estate business in India is going on from a reformative stage, Government of India has proposed a new Real estate bill which is under consideration in parliament, Property rate in all metropolitan cities is either stable or falling, due to high inflation and whole sale price index less money remained on hand of buyer is also a cause for under performance of this sector. As various new things are in line in this sector and government vision of affordable housing to all, it seems that real estate sector is going to perform well in future.

2. Dividend

During the year the company has managed to be in profit with a very minimal amount of profit and due to that earning per share is also very less hence In order to conserve resources for the operating business and in order to improve the performance the company, your director recommended to plough all the profit and do not recommend any dividend for the financial year 2014-15

3. Reserves

The board of director of the company has decided to transfer all the current profit earned by the company into reserve of the company for consolidation of resources and to performance better in future.

4. Transfer To Reserve:

Your company proposed to transfer all profit which is Rs.90519 to the General Reserve for the year under review.

5. Matters Related To Directors And Key Managerial Personnel:

During the year under review, the Ms. Varisha Ramesh Kanungo has been appointed as a director in the company bv her inclusion the board have a composition of Male and Female directors which will be helpful for board of director to get divergent views on different topics apart from that Mr. Dhananjay Digambar Pande who was associated with the company since 2010 has resigned from the Directorship of the company due to pre-occupation of other work the board of director has taken note to his contribution which is very helpful.

The Board of Director has appointed Mr. Dilipkumar Keshrimal Mehta as a Chief Financial Officer (CFO) who is considered-as a Key-Managerial -personnel /KMP) of the company as per Companies Act, 2013. As Mr. Dilipkumar Keshrimal Mehta has been associates with company since 2009 and due to his vast experience in financial sector and other expertise he is considered as very desirable personnel for this post.

All such above appointment has been done after recommendation of appointed person by the Nomination and Remuneration Committee of the company and as per applicable qualification per given in Companies Act, 2013. Stock exchange has been intimated properly from time to time any such appointment and resignation and other information as stipulated under Clause 49 of the Listing Agreement.

Declaration by an Independent Directorlsl and re- appointment:

The company during the year under review has taken a declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The company has three Independent Director on its Board of Director as a set of practice company used to take declaration of Independence from Independent Director in the first board meeting of directors after their appointment and in every first board Meeting of the Financial Year. An independent director who has been appointed in last AGM shall hold office for a term up to five consecutive vears on the Board of a Company, but shall be eligible for reappointment for next five vears on passing of a special resolution bv the Company.

6. Board Evaluation: *

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board, in consultation with Internal Auditor, had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

7. Number of meetings of the Board of Directors:

During the year under review 7 Board Meetings and 5 Audit committee were convened and held, the details of which are given in the Corporate Governance Report. The Intervening gap between the meetings w as within the period prescribed under the companies act, 2013 and the Clause 49 of the Listing Agreement.

8. Remuneration Policy:

The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Remuneration Policy is stated in the Corporate Governance Report.

9. Deposits:

During the year under review your company has not accepted any deposit. Hence the provision for disclosure of the information relating to deposit is not applicable on company for the financial Year under review.

10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No material change and commitment affecting the financial position of the company have occurred between the end of the financial year (FY 15) of the company to which the financial statement related and the date of this Board Report.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant and material order passed by the any regulators or courts or tribunals impacting the going concern status and company's operation in future as the company believe in high compliance standard Hence the chances of any non compliances and any mishap is very less.

12. Details of Subsidiarv/Toint Ventures/Associate Companies:

A company has no subsidiary company/ Joint Venture/ Associates Companies neither company is- subsidiary of any the company during the year under review.

13. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

As the company does not have any of the subsidiary company/ Joint Venture/ Associates Company hence this section is not applicable on companv for the financial vear under review.

14. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 that:

A. In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date;

C. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The annual financial statements have been prepared on a going concern basis;

E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and

F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively.

15. Share Capital:

The paid up equity share capital of the company as on March 31, 2015 was Rs.53,068,000. During the year under review the company has not issued shares with differential voting right nor granted stock option nor sweat equity.

16. Extract of the annual return:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure A and forms an integral part of this Report.

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo durin0 the year under review are as below: As the company business is totally situated in within the national boundaries and no agreement for purchase or sale done with any foreign parties. Hence for the year under review company has no foreign exchange earnings or expenses.

18. Corporate Social Responsibility:

During the year under review company has not exceeds any of the limit prescribed in section 135 Hence the company does not required to comply with provision Corporate Social Responsibility nor required to make any provision of expenses for CSR activities given in Schedule VII of the Companies Act, 2013.

19. Details of establishment of vigil mechanism for directors and employees :

The Companv has a vigil mechanism named Whistle Blower Policv to deal with anv instances of fraud and mismanagement in the Companv. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

20. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

21. Particulars of loans, guarantees or investments under section 186:

During the year under review the company has not provided any short term or long term loan and advances, Guarantee or securities, or made investment in any body corporate or any other person as defined in section 186 of Companies Act, 2013. Hence the company does not required to maintain register as prescribed in Companies Act, 2013.

22. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and Clause 49 of the Listing Agreement are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure II. During the year, the Companv had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Details of transactions with Related Parties are given in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

23. Particulars of Employees:

The information required pursuant to Section 197 of the Companies Act, 2013 ('the Act') read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

None of the employees listed in the said Annexure is related to anv Director of the Company. None of the employees hold (bv himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

24. Statutory Auditors:

The company auditor M/S. D. Kothary & Co. Chartered Accountants, has been appointed as a company statutory auditor for five Annual General Meeting at last year subject to ratification of member at each AGM.

Pursuant to the provision of section 139 to 143 of the Companies Act, 2013 read with the rules of the Companies (Audit and Auditors) Rules, 2015, The Audit Committee and the Board have recommended their ratification of the Auditor for upcoming Annual General Meeting of the company as such remuneration plus service tax, out of pocket expenses, traveling expenses as may be mutually agreed between the Board of Director of the Company.

25. Auditors' Report:

Pursuant to the provisions of Section 139 to 143 of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2014, the Board of Directors had appointed M/S. D. Kothary & Co. Charted Accountants to undertake the Statutory Audit of the Company for the financial year 2014-2015. The Report of the Statutory Auditor is annexed herewith in Annual Report and forms an integral part of this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his Statutory Audit Report.

26. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure A and forms an integral part of this Report.

The Company is in process for appointment of Wholetime Company Secretary as required u/s.203 of the Companies Act, 2013. .

27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The company has an adequate Internal Control System, Commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit(IA) function outsources to VKM & Associates as of current is well defined in the engagement letter of the internal auditor duly approved by the audit committee. To maintain its objectivity and Independence, the Internal Auditor report to the Audit Committee.

The Internal Auditor evaluates the adequacy of the internal control system in the company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure.

28. Audit Committee :

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

29. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 40 of the listing Vareement. The details of Hie Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

30. Disclosure Linder The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act. 2013:

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants. While dealing with issues related to sexual harassment at the workplace towards any women employee's secrecy will be maintained and no women employee will be subjected to any kind of harassment and other mean of inconvience for raising and issue or pointing out unethical behavior. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological.

31. Risk management policy:

As the company business segment is small and as the paid up share capital of the company is less than Ten crore hence provision clause 49 is not applicable on company but as a company policy of High compliance^ the company during the year under review has pursuant to the requirement of Clause 49 of the Listing Agreement, has constituted a Risk Management Policy. The details of the Policy are updated on company website and managerial employee of the company is properly informed about their role and responsibility as per this policy even they has been provide a formal training of how to identify the risk, actions need to be taken to mitigate the risk, risk avoidance technique etc.

32. Corporate Governance Certificate:

As according to recent amendment in clause 49 enforced from September 2015 all the companies who's paid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore are not required to compile clause 49. As the company paid up Capital is less than Ten Crore hence company is exempted to compliance of clause 49 and it does not need to furnish Corporate Governance Certificate as stipulated under Clause 49 of the Listing Agreement.

33. Personnel:

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co- operation throughout the year.

34. Acknowledgements:

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

By Order of the Board of Directors,

Place: Mumbai Naresh Mehta Dilip Mehta Date : 30/05/2015 Managing Director Director & CFO




Mar 31, 2014

Dear Members,

Your Directors present their 31st Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Thousands) Particulars Year ended Year ended 31.03.2014 31.03.2013

Income for the year 49331.474 4142.23

Profit before Interest, 1478.26 1350.73

Depreciation and Tax

Depreciation 0.00 0,00

Interest 43.35 0,00

Profit before Tax 1434.91 1350.73

Provisions for Taxation/ 659.41 450.00 Deferred Tax

Profit after Tax 775.50 900.73

Earlier Years Balance 6268,96 1902.73 Brought forward

Add : Forfeiture of Shares —- 3466.00

Earlier Years Balance 704146 6268,96 Brought forward

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 493.31 Lacs as against Rs.441.43 lacs in previous year and Net profit of Rs. 7.75 lacs as against Rs. 9.01 lacs in previous year. Further information kindly refers to Management Discussion and Analysis forming part of this Annual report

DIVIDEND

The Board, for the year ended 31st March, 2014 in view of profit is to be re invested in business hence regret there in ability to declare any dividend for the year.

DIRECTORS

As per Section 149(4) of Companies Act, 2013 every listed company shall have atleast one third of the total number of directors as independent directors. They shall hold office for a term upto five consecutive years on the Board of the Company as per section 149(10).

As per Section 152 (6) (e) total number of directors shall not include independent directors. Mr. Dhanajay Pande, Mr. Tabrez Shaikh and Mr. Rajen Mehta have offered for election as Independent Director.

Out of remaining 3 directors 2 are executive directors and 1 is Non Executive director.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from M/s. D. Kothary & Co., Chartered Accountants, Mumbai, on compliance with the conditions of Corporate Governance as laid down, forms part of this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217I2A1

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, a statement relating to the particulars of employees forming part of this report has not been given as the company has not employed any person drawing remuneration exceeding the limits specified.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substances of transactions carried out during the year under review and reasonably present your Company''s financial condition and results of operations. Pursuant to the requirement of Section 134 of the Companies Act, 2013 and based on the representations received from the operating management, the Directors hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2014, 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 as at 31st March, 2014 and of the profit of the Company for the year under review;

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

4'' The Directors have prepared the accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

FIXED DEPOSITS AND LOANS/ADVANCES

During the year under review the Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

AUDITORS & AUDITORS REPORT

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. At previous meeting, M/s. D. Kothary & Co., Chartered Accountant, was appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said Statutory Auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re- appointment. Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2014 comprised the following 3 Directors of the Company:

1. Shri Rajen Mehta,

2. Shri. Dhananjay Digambar Pande, and

3. Shri. Tabrez Shafi Ahmed Shaikh

DISOUALIFIACTION OF DIRECTORS

No Director of the Company is disqualified under any law to act as a Director.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

FOR AND BEHALF OF THE BOARD ©FOR NEO INFRACON LIMITED

DILIP MEHTA NARESH MEHTA place: iviumucu DIRECTOR/CFO MANAGING DIRECTOR Date: 30.05.2014


Mar 31, 2013

The Directors present their 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. In Thousands

Particulars Year ended Year ended 31.03.2013 31.03.2012

Income for the year 44143.00 10624.00

Profit before Intent 1350.00 118.00 Depreciation and Tax

Depreciation 0.00 0.00

Profit after Depreciation 1350.00 118.00

provisions for Taxation/ 0.00 0.00 Deferred Tax

Net Profit/Loss for the 450.00 34.00 Current Year

Earlier Years Balance 900.00 84.00 Brought forward

Add: Forfeiture of Shares 3466.00 0.00

Earlier Years Balance 6268.00 1902.00 Brought forward

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 441.43 Lacs as against Rs.106.24 lacs in previous year and Net profit of Rs. 9.00 lacs as against Rs.0.84 lac in previous year. Further information kindly refers to Management Discussion and Analysis forming part of this Annual report

DIVIDEND

In view of inadequate profit earned during the year, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2013.

CHANGE OF NAME AND REGISTERED OFFICE

During the year, Name of the Company was changed from Anoint industries Limited to Neo Infrasonic Limited on 21.12.2012 as per fresh certificate of Registration issued by Registrar of Companies, Gujarat.

Registered office of'' the Company office has been shifted from State of Gujarat to State of Maharashtra as per order passed by Regional Director, North Western Regional, Ministry of Company Affairs, on 12.04.2013.

FORFEITURE OF EQUITY SHARES

During the year, the Company had forfeited 6,93,200 Equity shares for those shareholders who have failed to pay allotment money of Rs. 5 on the equity shares of the company and whereas it was found that such defaulting shareholders were allowed extensions of time for payment of allotment money, once 1st Reminder up to 30th June, 2012, 2nd Reminder up to 31st July, 2012 and final Reminder up to 25th September, 2012 and as the amount as shown against each remained unpaid after the expiry of such final date.

DIRECTORS

Under Section 255 of the Companies Act, 1956, Shri Dilip Mehta and Shri Dhananjay Pande , Directors of the Company will retire by rotation and they offer themselves for re-appointment in terms of provisions of Articles of Association of the Company.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, on compliance with the conditions of Corporate Governance as laid down, forms part of this report

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, a statement relating to the particulars of employees forming part of this report has not been given as the company has not employed any person drawing remuneration exceeding the limits specified.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY Absorption AND FOREIGN EXCHANGE

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that

1. in the preparation of the annual accounts for. the financial year ended 31st March, 2013, 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 as at 31st March, 2013 and of the profit of the Company for the year under review;

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

4. The Directors have prepared the accounts for the financial year ended 31" March, 2013 on ''going concern'' basis.

DEPOSITS AND LOANS/ ADVANCES

During the year under review the Company has not accepted any fixed deposits from the public.

AUDITORS & AUDITORS REPORT

The Board of Directors has recommended to appoint M/s. Jayesh R.Shah & Co., Chartered Accountant, Firm Registration No 104182W, who retire at the conclusion of forthcoming Annual General Meeting and is eligible for re-appointment as a Statutory Auditors of the Company. Members are requested to consider the re-appointment. The auditors comments on the Company''s accounts for the year ended on 31st March, 2013 are self explanatory in nature and do not require any explanation as per the provisions of section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

FOR AND BEHALF OF THE BOARD

FOR NEOINFRACON LIMITED

Sd/- Sd/-

NARESH MEHTA DILIP MEHTA

Place: Mumbai MANAGING DIRECTOR DIRECTOR

Date: 30.05.2013


Mar 31, 2012

The Directors present their Twenty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS (Rs. In Thousands)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Income for the year 10625.00 55742.00

Profit before Interest

Depreciation and Tax

Depreciation 0.00 1.00

Profit after Depreciation 118.00 975.00

Provisions for Taxation/

Deferred Tax

Net Profit/Loss for the 674 00

Current Year

Earlier Years Balance im 1214.00

Brought forward

Prior Year Adjustments 70.00 0

Balance carried to Balance inn 1888.00

Sheet

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 106.25 Lacs and Net profit of Rs. 0.84zreport.

CHANGE OF MANAGEMENT:

During the year, there is change in the Management of the Company. Mr. Dilip Mehta and Mr. Naresh Mehta and associates have acquired the shares under Regulation 12 of the SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 1997.

The suspension of shares of the Company get revoked with payment of listing re-instatement fee and trading of securities began from 15th May, 2012.

DIVIDEND

In view of inadequate profit earned during the year, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2012

DIRECTORS

Under Section 260 of the Companies Act, 1956, Shri Rajen Mehta and Shri Tabrez Shaikh, Directors of the Company will retire by rotation and they offer themselves for re-appointment in terms of provisions of Articles of Association of the Company.

During the year, Mr. Naresh K Mehta has been appointed as Managing Director with effect from 30th May, 2012.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, on compliance with the conditions of Corporate Governance as laid down, forms part of this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, a statement relating to the particulars of employees forming part of this report has not been given as the company has not employed any person drawing remuneration exceeding die limits specified. ''

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts for the financial year ended 31st March, 2012, 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 as at 31st March, 2012 and of the profit of the Company for the year under review;

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

4. The Directors have prepared the accounts for the financial year ended 31st March, 2012 on ''going concern'' basis.

DEPOSITS AND LOANS/ADVANCES

During the year under review the Company has not accepted any fixed deposits from the public.

AUDITORS & AUDITORS REPORT

The Board of Directors has recommended to appoint M/s. Jayesh R.Shah & Co., Chartered Accountant, Firm Registration No 104182W, who retire at the conclusion of forthcoming Annual General Meeting and is eligible for re-appointment as a Statutory Auditors of the Company. Members are requested to consider the re-appointment. The auditors comments on the Company''s accounts for the year ended on 31st March, 2012 are self explanatory in nature and do not require any explanation as per the provisions of section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS ''

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

FOR AND BEHALF OF THE BOARD

FOR ANUJVIN INDUSTRIES LIMTED

RAJEN MEHTA NARESH MEHTA

Place: Mumbai DIRECTOR MANAGING DIRECTOR

Date: 30.05.2012


Mar 31, 2011

The Directors present their Twenty Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS (Rs. In lakhs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Income for the year 594.72 566.53

Profit before Interest, 9.75 16.58

Depreciation and Tax

Depreciation 0.01 0.01

Profit after Depreciation 9.74 16.57

Provisions for Taxation/ 3.01 5.15

Deferred fax

Net Profit/Loss for the 6.73 11.42

Current Year

Earlier Years Balance 11.92 0.51

Brought forward

Balance carried to Balance 18.88 11.92

Sheet

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 594.72 Lacs and Net profit of Rs.6.73 lacs. Further information kindly refer to Management Discussion and Analysis forming part of this Annual report,

CHANGE OF MANAGEMENT:

During the year, there is change in the management of the company Mr. Dilp Metha and Mr. Naresh Metha and associates have a acquired the shares under regulation 12 of the SEBI (Substantial Acquisition of share and takeovers ) Regulations, 1997.

In order to increase liquidity of the company and the desire of mR. Nith shah to exit due to his preoccupation it has become necessary to induct new promoters who have the business experience and capability to organize necessary financial resources to implement the growth plans of the company It has thus been mutually agreed by Mr. Nithin shah, Mr.Dlip Metha and be promoters of the company in place and substitutions of Mr. Nitin Shah.

They individually have over 15 years experience in real estate development activities. Their experience and expertise will benefit the company and its shareholders immensely.

DIVIDEND

In view of inadequate profit earned during the year, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2011.

DIRECTORS

Under section 260 of the companies Act, 1956 Shri Naresh Metha and Metha shri dhanajay pande Director of the company will retries by rotation and they offer themselves for re-appointment in terms of provisions of articles of association of the company.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion &. Analysis Report and Corporate Governance Report together with Certificate from M/s. Jayesh R.Shah & Co., Chartered Accountants, Mumbai, on compliance with the conditions of Corporate Governance as laid down, forms part of this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)

Pursuant to the provisions of section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, a statement relating to the particulars of employees forming part of this report has not been given as the company has not employed any person drawing remuneration exceeding the limits specified.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1.in the preparation of the annual accounts for the financial year ended March 31, 2011, 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 as at 31st March, 2011 and of the profit of the Company for the year under review;

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

4.the Directors have prepared the accounts for the financial year ended 31st March, 2011 on going concern basis.

DEPOSITS AND LOANS/ ADVANCES

During the year under review the Company has not accepted any fixed deposits from the public.

AUDITORS & AUDITORS REPORT

The Board of Directors has recommended to appoint M/s. Jayesh R.Shah & Co., Chartered Accountant, Firm Registration No 104182 W who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment as a Statutory Auditors of the Company. Members are requested to consider the re-appointment. The auditors comments on the Companies accounts for the year ended on 31st March, 2010 are self explanatory in nature and do not require any explanation as per the provisions of section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.



FOR AND BEHALF OF THE BOARD

FOR ANUVIN INDUSTRIES LIMITED

RAJEN MEHTA NARESH MEHTA

Place: Ahmedabad DIRECTOR DIRECTOR

Date: 18.08.2011


Mar 31, 2010

The Directors present their Twenty Seventh Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS (Rs. In lakhs)

Particulars Year ended Year ended

31.03.2009 31.03.2009

Income for the year 566.53 3.92

Profit before Interest, 16.58 16.58

Depreciation and Tax

Depreciation 0.01 0.01

Profit after Depreciation 16.57 1.55

Provisions for Taxation/ 5.15 0.48

Deferred fax

Net Profit/Loss for the 11.42 1.07

Current Year

Earlier Years Balance 0.51 (0.56)

Brought forward

Balance carried to Balance 11.92 0.51

Sheet

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 566.53 Lacs and Net profit of Rs. 11.42 lacs. Further information kindly refer to Management Discussion and Analysis forming part of this Annual report,

IMPLEMENTATION OF PROJECT:

The Company had proposed its project of terry towels in G.LD.C, Vatva Ahmedahad. The Company was already allotted a plot of land to set up the project. However, due to environment problems the Company was not able to obtain the permission from Gujarat Pollution Control Board, in view of which the Company relinquish the right of the land and is considering alternative location for the above proposed project where various environment and other clearance can be obtained at the same time your company management is also exploring other business possibilities / opportunities also and since last two years have strengthen the Board by adding new Directors. The new Directors have good experience in reality sector and Company has invested its fund in to reality sector.

DIVIDEND

In view of inadequate profit earned during the year, the Directors do not recommend any dividend for the Financial Year ended 31st March, 2010.

DIRECTORS

The Board of Directors appointed Shri Dhananjay Digambar Pande as an Additional Director of the Company with effect from 5th January, 2010 and Shri Tabrez Shaft Ahmed Shaikh appointed as an Additional Directors of the Company with effect from 12th January, 2010

Under Section 260 of the Companies Act, 1956, Dhananjay Digambar Pande, and Shri Tabrez Shafi Ahmed Shaikh holds office as Director up to the date of the ensuing Annual General Meeting, The Company has received Notice from the Member of the Company proposing their candidature for the appointment as a Director of the Company. Your directors recommend their appointment/reappointment at the ensuing Annual General Meeting.

At the ensuing Annual General Meeting Shri Rajen Mehta and Shri Dilipkumar Mehta will retire by rotation and being offer themselves for re-appointment in terms of provisions of Articles of Association of the Company.

During the year under review, Shri Pankaj Choksi resigned from the Board w.e.f 9th June, 2009. Shri Rohan Mehta resigned from the directorship of the company w.e.f 7th January, 2010

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion &. Analysis Report and Corporate Governance Report together with Certificate from M/s. Jayesh R.Shah & Co., Chartered Accountants, Mumbai, on compliance with the conditions of Corporate Governance as laid down, forms part of this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A)

Pursuant to the provisions of section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, a statement relating to the particulars of employees forming part of this report has not been given as the company has not employed any person drawing remuneration exceeding the limits specified.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith 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 as at 31 st March, 2010 and of the profit of the Company for the year under review;

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

the Directors have prepared the accounts for the financial year ended 31st March, 2010 on going concern basis.

DEPOSITS AND LOANS/ ADVANCES

During the year under review the Company has not accepted any fixed deposits from the public.

AUDITORS & AUDITORS REPORT

The Board of Directors has recommended to appoint M/s. Jayesh R.Shah & Co., Chartered Accountant, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment as a Statutory Auditors of the Company.

Members are requested to consider the re-appointment. The auditors comments on the Companys accounts for the year ended on 31st March, 2010 are self explanatory in nature and do not require any explanation as per the provisions of section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

FOR AND BEHALF OF THE BOARD

FOR ANUVIN INDUSTRIES LIMITED

RAJEN MEHTA NARESH MEHTA

Place: Ahmedabad DIRECTOR DIRECTOR

Date: 25.08.2010


Mar 31, 2009

The Directors present before you the 26th Annual Report together with Audited Statement of Accounts for the year ended on 31st March, 2009.

FINANCIAL RESULT :

Financial Results for the year as under :

(Rs. In Lakhs)

31.3.2009 31.3.2008

Income 3.92 12.86

Expenditure 2.35 12.53

Profit before tax 1.56 0.33

Depreciation 0.01 0.01

Profit After Depreciation 1.55 0.32

Provision for Tax 0.48 0.11

Previous year balance (0.56) (0.78

Balance carried to B/sheet 0.51 (0.57)

IMPLEMENTATION OF PROJECT:

The Company had proposed its project of terry towels in G.I.D.C., Vatva Ahmedabad. The Company was already allotted a plot of land to set up the project. However, due to environment problems the Company was not able to obtain the permission from Gujarat Pollution Control Board, in view of which the Company relinquish the right of the land and is considering alternative location for the above proposed project where various environment and other clearance can be obtained at the same time your company management is also exploring other business possibilities / opportunities also and since last two years have strengthen the Board by adding new Directors. The new

Directors have good experience in reality sector and Company has invested its fund in to reality sector.

DEPOSITS :

The Company has not accepted any deposits in terms of Section 58-A of the Companies Act 1956.

DIRECTOR :

Mr. Rajen Mehta and Mr.Dilipkumar K. Mehta were appointed as additional directors with effect from 8th January, 2009 and 18th June, 2009 respectively. They hold office till the ensuing Annual General Meeting. The Company has received Notice from the Member of the Company proposing their candidature for the appointment as a Director of the Company. The Board of Directors recommends their appointment.

During the year under review, Mr.Pankaj Choksi resigned from the Board w.e.f 9th June, 2009.

PERSONNEL:

There were no employees who were in receipt of remuneration pursuant of Section 217 (2A) of the Companies Act, 1956 read with the rule framed there under.

AUDITORS :

M/s. Jayesh R. Shah & Co. were appointed as auditors in the last Annual General Meeting, they retire at the conclusion of this meeting. You are requested to appoint Auditors and fix their remuneration.

PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO:

Information regarding conservation of energy and technology absorption as per the provision of Section 217 (1) (e) of the Companies Act, 1956 read the Companies (Disclosure of particulars in the report of Board of Director) Rules, 1988, are not applicable since the project is in the implementation stage. During the year under review there was no Foreign Exchange Earning and Outgo.

ADDITIONAL INFORMATION:-

Information Required on Balance Sheet Abstract and the Companies General Business under part IV of Schedule VI to the Companies Act, 1956 inserted by Notification No. GSB 388 (E), dated 15.05.1995 is given in the Annexure to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

As Required under section 217 of the Companies act, the directors hereby confirm that:

1) In the preparation of the Annual Accounts, the applicable accounting standards had bee

followed along with proper explanation relating to material departures; 2} The Directors have selected such accounting policies and applied them consistently ar made judgments and estimates that are reasonable and prudent so as to give a true ar fair view of the state of affairs of the Company at the end of the financial year and of tl profit for.

3) The Directors have taken proper and sufficient care for the maintenance of adequa accounting records in accordance with the provisions of the act for safeguarding the asse of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEGMENT:

Your Company is grateful to Bankers for their valuable support. The Company ah expresses its thanks to the Members and the Staff of the Company for their continued ar unstinted co-operation.

Registered Office : FOR AND BEHALF OF THE BOARD

FOR ANUVIN INDUSTRIES LIMITED

301, Kamal Complex,

C.G. Road, Narangpura, Ahmedabad.

ROHAN MEHTA Place: Ahmedabad DIRECTOR

Date : 25.07.2009

 
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