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Directors Report of Prerna Infrabuild Ltd.

Mar 31, 2016

DIRECTOR’S REPORT

To,

The members of

PRERNA INFRABUILD LIMITED

Dear Members,

The Directors have pleasure in presenting the 28th Director''s Report of your Company together with the Audited Statement for the financial year ended, 31st March, 2016.

The summary of operating results for the year and appropriation of divisible profits is given below:

FINANCIAL HIGHLIGHTS

(Figures in Lakhs)

Particulars

Current Year

Previous Year

Sales

177.64

17.82

Other Income

13.19

101.70

Total Income

190.83

119.52

Depreciation

5.00

2.79

Tax

Current Tax

24.32

10.25

Deferred Tax

(0.45)

(0.30)

Profit/(Loss) after Tax

102.03

43.82

Earnings per share (Rs.) : Basic

1.28

0.55

Diluted

1.28

0.55

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Income of the Company was Rs 190.83 Lakhs against Rs 119.52 Lakhs in the previous year. The Company has earned a Profit after tax of Rs 102.03 Lakhs compared to Rs 43.82 Lakhs in the previous year. Your Directors are continuously looking for avenues for future growth of the Company.

CHANGE IN THE NATURE OF BUSINESS

Your Company continues to operate in the same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND

Your Company does not recommend any dividend in the year 2015-16.

TRANSFER TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs. 102.03 Lakhs has been retained in the profit & loss account.

MANAGEMENT DISCUSSION & ANALYSIS

Management''s discussion and analysis forms a part of this annual report and is annexed to the Board''s report.

CHANGES IN SHARE CAPITAL IF ANY Authorized Share Capital

The Authorized Share Capital of the Company has been increased from Rs. 5,0000,000 divided into 50,00,000 Equity Shares of 10/each to 13,0000,000 divided into 1,30,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up Share Capital

The Board of Directors issued 4,100,000 Warrants to certain individuals including promoter at a price of Rs. 21/- per Warrant. The said Warrants are to be converted into Equity Shares of Rs. 10/- each at a price of Rs. 21/- per share. The Board in its meeting held on 28/03/2016converted 37, 10,000 Warrants into Equity Shares and consequently the issued, subscribed and paid-up share capital has been increased from 7, 94, 25,100 to 11, 65,25,100. The BSE has approved listing application vide its letter dated 17th June, 2016 and trading permission is being awaited.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

No Company has ceased to be subsidiary Company, Joint Venture Companies or Associate Companies during the year. The Company has made investment in the form of capital contribution in Shivam Prerna Infrabuild, a partnership firm, to develop scheme titled “Prerna Rajvi Alpines”.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, which have occurred between the end of the financial year of the Company and the date of the report, which has affected the financial position of the Company.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS Information is provided under clause 2(B) of Corporate Governance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31 st March, 2016 and of the profits of the company for that period.

iii. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTOR’S & KEY MANAGERIAL PERSON

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sanket Shah [DIN: 00038121] will retire by rotation at the ensuing AGM and being eligible offers themselves for reappointment.

Shri Ishan P. Shah (DIN: 01546527) has been appointed as a Non- executive Independent Director of the Company subject to the provisions of sections 149, 152 and 161 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, read with Schedule IV to the Act, as amended from time to time. He meets the criteria for independence as provided in section 149(6) of the Act and Regulation 17 of the SEBI (LODR)with stock exchanges, and who is eligible for appointment and is hereby appointed as an Independent Director of the Company with effect from 05/11/2015.

The term of Shri Vijay Chandulal Shah, Managing Director also designated as CEO, Smt. Nalini Vijay Shah, Whole-time Director and Shri Sanket Shah, Managing Director also designated as CFO has expired on 31/12/2015. On recommendation of Board and Nomination and Remuneration Committee in their meeting held on 05/11/2015, your directors recommend their reappointment as Managing Director(s) and Whole-time Director for further period of 5 (five) years on a remuneration as specified in the Notice calling 28th Annual General Meeting.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance along with requisite certificate from M/s. Pinakin Shah& Co., Practicing Company Secretary, Ahmadabad, is annexed to this Report.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, market, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.

AUDITORS

At the Annual General Meeting held on 28/09/2015, M/s. Alpesh Shah & Co, Chartered Accountants, Ahmadabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017(subject to ratification of the appointment by the members at every AGM held after this AGM). In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Alpesh Shah & Co, Chartered Accountants, as statutory auditors of the Company, is

placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are ratified, it would be in accordance with the provisions of section 141 of the Companies Act 2013.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Pinakin Shah & Co, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report contain certain adverse remark which are dealt with as under:

Sr. No.

Remarks

Explanation

1.

Non Compliance of Section 204 of Companies Act, 2013

No Company Secretary likes to join mid-size Company.

2.

Non Compliance of Section 138 of Companies Act, 2013

The Company has no Internal Auditor commensurate with the size of the Company.

3.

Non Compliance of prior approval under Section 186 of Companies Act, 2013

As advised to us, under rule 11 (1) of Companies (Meetings of Board and its Powers) Rules, 2014, where assistance is given to a joint venture company, the requirement of sub-section (3) of section 186 shall not apply. The disclosure as provided under sub-section (4) of section 186 of the Act, is made in this annual statement.

34

Non Compliance with Regulation 46 of SEBI (LODR) Regulations, 2015

The website of the Company was not updated at the time of Secretarial Audit.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There were no loans & guarantees given but following investment made during the financial year ended 31st March 2016: (Figures in Lakhs)

Sr. No.

Name of Party

Particulars of Loans, Guarantee & Investments

Nature

Purpose for which it shall be used

Amount

1.

Shivam Prerna Infrabuild

Investment

Capital

50% Share in Partnership

1165.06

As advised to us, under rule 11 (1) of Companies (Meetings of Board and its Powers) Rules, 2014, where assistance is given to a joint venture company, the requirement of sub-section (3) of section 186 shall not apply. The above disclosure is in compliance of subsection (4) of section 186 of the Act.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 2 to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)& 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 1.

INSURANCE

All the inventories including Buildings is adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no Related Party Transaction entered by the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME

The Company has not conducted familiarization program for independent Directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION A. Conservation of Energy

The Company has not furnished particulars in respect of Conversion of Energy considering the nature of the activities undertaken by the Company during the year under review.

B. Technology Absorption

There is no research and development activity carried out by the Company.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

EQUITY CAPITAL a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

SHARES IN SUSPENSE ACCOUNT

- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL

- Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable

- Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable

- Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL

- That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL

- Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

- Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year:

Not Applicable

- Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL

INTERNALCONTROLS SYSTEM

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new/revised standard operating procedures and tighter information technology controls.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the Regulators or courts or Tribunals impacting the going concern status and Company''s operation in future.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to express their continued co-operation received from the stakeholders.

Date: 01/08/2016 For and on Behalf of the Board

Place: Ahmedabad Vijay C Shah Managing

Director DIN: 00038062


Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 27thBoard's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars 2014-2015 2013-14

Gross Income 17.81 64.56

Profit Before Interest and Depreciation (38.30) (365.38)

Finance Charges 0.18 0.012

Gross Profit (38.49) (365.39)

Provision for Depreciation 1.65 13.97

PROFIT BEFORE EXCEPTIONAL ITEM (36.84) (351.42)

EXCEPTIONAL ITEM 93.91 432.40

Net Profit Before Tax 53.77 81.01

Provision for Tax 10.25 16

DEFFERED(CREDIT) 0.46 0.44191

Net Profit After Tax 43.98 65.45

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Net Revenue from operations for the year ended March 31, 2015 was Rs. 17.82 lacs showing a decrease of 72.42% over the previous year.

Profit before tax for the year was at Rs. 43.98 lacs showing decrease of 32.80% over the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account and an amount of Rs 43.98 lacs has been retained in profit & loss Account.

CHANGES IN SHARE CAPITAL, IF ANY

There are no changes in share capital of the company during the year INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company has invested in partnership firm M/s. Prerna Infrabuild. The Company holds 50% share in it.

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report are nil.

BOARD AND AUDIT COMMITTEE

During the Financial Year 2014-15, the Company held four meetings of the Board of Directors as per Section 173 of Companies Act, 2013 and four meetings of the Audit Committee.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

The details of the constitution and meetings of the Board and the Audit Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is Annexed as Annexure-1.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

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

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS and KMP

In accordance with the Clause 170 Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Nalini Vijay Shah (DIN- 00119538) would retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment. There has been no Change in the constitution of Board during the year.

INDEPENDENT DIRECTORS AND DECLARATION

Mr. Mahendra Gosaliya, Mr. Dinesh Kamdar and Mr. Kiran Shah have been appointed as the independent director of the Company as per Section 149(10) of the Companies Act, 2013 on 26/09/2014 for a term of 5 (Five)consecutive years on the Board of the Company. However Mr. Dinesh Kamdar ceases to be director with effect from 28th May, 2015

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME

Since all independent directors are associated with the company for more than 5 (Five) years, the company has not conducted familiarization programme for them.

AUDITORS AND REPORT THEREON

The Auditors, M/s Alpesh Shah& Co, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 31st AGM.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed for your kind perusal.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

Remarks Explanation

Non-compliance of section 203 of the No Company secretary likes to Companies Act,2013. join midsize Company.

Noncompliance of regulation 54 of the The website was under listing agreement- maintenance at the time of secretarial audit.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal. REMUNERATION POLICY

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

DEPOSITS

The company has not accepted any deposits during the year. Information relating to deposits, covered under Chapter V of the Act is nil. There are no deposits which are not in compliance with the requirements of Chapter V of the Act

LOANS, GUARANTEES AND INVESTMENTS

There were no loans & guarantees given but investment was made for the financial year ended 31st March 2015 is as under:

S.No. Name of Particulars of Nature Purpose for Amount Party Loans, which it Guarantee & shall be used Investments

1 Prerna Investment Capital 50% Share in 135500000/- Infrabuild Partnership

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. 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 approval of the Board of Directors was obtained wherever required. Transactions entered with the related parties are attached in form AOC-2 as Annexure-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 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.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

* Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk management

* Define the organizational structure for effective risk management

* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

* Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems. Internal Audit Department has verified the key Internal Financial Control by reviewing key controls impacting financial reporting and overall risk management procedures of the Company and found the same satisfactory. It was placed before the Audit Committee of the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s.Pinakin Shah & Co., confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS Internal financial control is in place commensurate with the size of the Company.

SHARES IN SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The reporting on material variations between the projections and the actual utilization/profitability is not applicable. CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as Annexure-3 herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report should forms part of this Annual Report.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Date: 29/07/2015 For & on behalf of the Board of Director Place: Ahmedabad Shri Vijay C Shah DIN:00038062 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

Summary of the Financial Results [Rs. In Lacs]

Particulars 2013-2014 2012-2013

Gross Income 64.56 216.46

Depreciation 13.97 18.01

Profit/Loss after Depreciation (351.39) (21.25)

Tax- Current (16.00) 0.00

Deferred (0.44) (1.22)

Profit/loss after tax 65.45 (51.06)

Financial Performance

Net Revenue from operations for the year ended March 31, 2014 was Rs. 164.24lacs representing a decrease of 49.27 per cent over the previous year.

Profit before tax for the year was at Rs. 81.01lacs representing an increase of 430.11 per cent over the previous year.

Appropriations

Dividend

The Company has not recommended any dividend for current year.

Transfer To Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve.

Listing of Shares

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the shares are actively traded.

Management Discussion and Analysis

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah& Co., Ahmedabad [FCS: 2562], a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

Code of Conduct

The Code of Conduct for all Board members and Senior Management of the Company has been laid down and is being complied to in words and spirit. The compliance on declaration of code of Conduct signed by Chairman and Managing Director of the Company is included as a part of this Annual Report.

Directors

Shri Vijay C. Shah (DIN 00038062) retires at the 26lhAnnual General Meeting and has offered himself for re-appointment. It is also proposed to appoint Shri Mahendra Gosaliya (DIN 02279850) and Shri Dinesh Kamdar (DIN 02734137) and Shri Kiran Shah (DIN 02725833) as Independent Directors of the Company for a term up to five years, at the forthcoming Annual General Meeting. Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposals for appointment of Independent Directors are mentioned in the explanatory statement to the Notice.

Statutory Disclosures:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988: Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year

Personnel

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is nil.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates 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, 2014 and of the profit of the Company for the year ended March 31, 2014;

c) Proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis.

Cash Flow

A Cash Flow statement for the year ended on 31st March, 2014 is attached to the Balance Sheet.

Auditors

M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W] were appointed as the statutory auditors of the Company for financial year 2013-14 at the 25th Annual General Meeting of the Company held on 26/09/2013. M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W] have been the Auditors of the Company since 2009-10 and have completed a term of 5 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit urm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad [Firm Registration No: 128461W], being eligible for re-appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors propose their reappointment as the statutory auditors of the Company. However they will be eligible for reappointment for a maximum period of five years to hold office from the conclusion of this Annual General Meeting.

Fixed Deposits

No fixed deposits were accepted from the public during the year.

Insurance

The Company''s assets are adequately insured against major risks

Acknowledgement

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also placeson record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers and business partners, all of whom have contributed to the Company''s success.

Place: Ahmedabad On behalf of the Board of Directors Date: 28/07/2014 Shri Vijay C. Shah Chairman & Managing Director

Registered Office: ''PRERNA'', Survey No 820/1, In lane of Panchvati Auto Opp. Anand Dham Derasar, S. G. Road, Makarba, Ahmedabad-380058


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting their 25th Annual report on the business and operations of your Company for the year ended March 31, 2013.

FINANCIAL RESULTS: [Rs. In Lacs]

Particulars 2012-13 2011-12

Gross Income 323.78 893.21

Depreciation 18.01 19.77

Profit/Loss after Depreciation (21.25) 49.85

Exceptional Profit / loss (3.28) 82.36

Tax- Current Nil 20.00

Deferred (1.23) (1.33)

Profit/loss after tax (51.06) 111.12

PERFORMANCE REVIEW

The operating income in the form of sale of plot is decrease from 711.52 lacs to Rs. 201.92 lacs. This was due to completion of ''Prerna Aura'' site.

The Company has incurred loss of Rs. 51.06 lacs against Profit of Rs. 111.12 lacs in the previous year.

APPROPRIATIONS

DIVIDEND

In view of loss, the Board does not recommend any dividend for current year.

TRANSFER TO RESERVES

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve.

LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its status of a debt-free Company. The Company has been conservative in its investment policy over the years, maintaining a reasonable level of cash and cash equivalents which enables the Company to completely eliminate short and medium term liquidity risks. Cash and cash equivalents constitute 18.42% of the total assets at Rs.2181.59 lacs, at the year end, against 52.71% of total assets at the close of the previous year. An amount of Rs.250.00 lacs was in bank fixed deposits at an average interest rate of 9.10% per annum as on 31st March, 2013.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 170 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Sanket V. Shah and Shri Mahendra K. Gosalia will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the Company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

SECRETARIAL AUDIT

Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad, conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2012-13. Pinakin Shah & Co. has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for corporate laws.

LISTING OF SHARES

The Company''s share continues to remain listed with the Bombay Stock Exchange, where the share is traded.

STATUTORY DISCLOSURES

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year

PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that :

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

CASH FLOW

A Cash Flow statement for the year ended March 31, 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT

The Auditors M/s. Alpesh Shah & Co., Chartered Accountants, Ahmedabad, holds office until the conclusion of the 25th Annual General Meeting and they have intimated the company in writing of their willingness to be reappointed as auditors of the Company for the financial year 2013-14. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not invited or accepted any deposits from the public

INSURANCE

The Company''s assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

Your Directors commend the hard work, dedication and contributions of all employees of your Company. They express their gratitude to the various departments of the governments, banks, investors, business associates and customers for their continued support.

Registered Office For and behalf of Board of Directors

"PRERNA", Survey No 820/1,

In lane of Panchvati Auto, Chairman & Managing director

Opp.Anand Dham Derasar, Vijay C. Shah

S.G.Road, Makarba,

Ahmedabad.

Date : 17/05/2013


Mar 31, 2012

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of your Company for the year ended March 31, 2012.

FINANCIAL RESULTS: 2011-12 (Rs in Lac) 2010-11 (Rs in Lac)

Profit before tax 132.24 100.12

Provision for Taxation 021.08 029.70

Profit after Taxation 111.15 70.42

Balance Brought Forward 156.65 150.85

Distributable profit 0 221.27 Appropriated as under:

Transfer to General Reserve 0 0

Proposed Equity Dividend 0 55.60

Tax on Distributed Profits 0 09.02

Balance Carried Forward 267.80 156.65

Earnings Per Share (Rs. Per share) 1.40 0.89

PERFORMANCE REVIEW

The sales and operating income increased to Rs. 722.96 from Rs. 202.77 lacs in the previous year yielding a growth of 256.54%.The operating profit for the year was Rs. 111.15 lacs as against profit of Rs. 70.42 lacs in the previous year.

APPROPRIATIONS

Dividend

The Board do not recommended any dividend for current year (previous year Rs. 0.70 per equity share).

Transfer to Reserves

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 111.15 lacs is retained in the profit and loss account.

LIQUIDITY AND CASH EQUIVALENTS

Your Company continues to retain its status of a debt-free Company. The Company has been conservative in its investment policy over the years, maintaining a reasonably high level of cash and cash equivalents which enables the Company to completely eliminate short and medium term liquidity risks. Cash and cash equivalents constitute 52.71% of the total assets at Rs.2223.67 lacs, at the year end, against 67% of total assets at the close of the previous year. An amount of Rs.1150 lacs, was in bank fixed deposits at an average interest rate of 9.85 % per annum as on March 31, 2012.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report. CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 170 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Vijay C. Shah and Shri Dinesh Kamdar will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

SECRETARIAL AUDIT

Pinakin Shah & Co., Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2011-12. Pinakin Shah & Co., has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for Corporate law.

LISTING OF SHARES

The Company's share continues to remain listed with The Bombay Stock Exchange, Mumbai, where the share is actively traded. STATUTORY DISCLOSURES:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act' 1956 the Board of Directors of the Company 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 had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit of the Company for the period;

" 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 annual accounts on a going concern basis.

Cash Flow

A Cash Flow statement for the year ended March 31, 2012 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT:

The auditors M/s Alpesh Shah & Co, Chartered Accountants, Ahmedabad holds office until the conclusion of the Next Annual General Meeting and they have intimated the company in writing of their willingness to be re-appointed as auditors of the Company for the financial year 2012-13. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

The Company has not made any provision as required under AS-15 because Accounting standard- 15 applies to retirement benefits in the form of provident fund, superannuation/pension and gratuity provided by an employer to employees, whether in pursuance of requirements of any law or otherwise. It also applies to retirement benefits in the form of leave encashment benefit. Your company is not covered under The Employees Provident Fund Act and The Payment of Gratuity Act and hence no provision was made towards retirement benefits.

The notes on accounts are self-explanatory and do not require further clarifications.

FIXED DEPOSITS

The Company has not invited or accepted any deposits from the public.

INSURANCE !

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

Your Directors commend the hard work, dedication and contributions of ail employees of youi Company. They express their gratitude to the various departments of the governments, banks, investors, business associates and customers for their continued support.

Registered Office For and behalf of Board of Directors

PRERNA', Survey No 820/1,

In lane of Panchvati Auto,

Opp.Anand Dham Derasar, Vijay C. Shah

S.G.Road, Makarba, Ahmedabad Chairman

Date : 30/07/2012


Mar 31, 2009

The Directors present their 21 st Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2009.

FINANCIAL RESULTS:

2008-09 (Rs in Lac) 2007-08 (Rs in Lac)

Profit before Tax 48.41 131.48

Provision for Taxation . 5.44 45.40

Profit After Taxation 42.97 86.08

Balance carried forward 157.2 115.45

The Board does not recommend any dividend for the year under review to conserve the resources.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

DIRECTORS:

Shri Sanket shah and Smt. Swetal Parikh will retire by rotation and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as a part of this annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Dinesh P. Shah & Co. Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing Annual General Meeting & they have intimated the Company in writing of their unwillingness to be reappointed as Auditors of the Company for the financial year 2009-10. It is proposed to appoint M/s Alpesh Shah Chartered Accountants, as auditors to hold office until the conclusion of 22nd Annual General Meeting. The Company has received certificate from them to the effect that the appointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956.

The notes on accounts are self-explanatory and do not require further clarifications.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public, However it has accepted unsecured loan from its directors, shareholders and certain entities after complying with requirements of acceptance of deposits rules as stated under Rule 3 of the Companies (Acceptance of Depostits) Rules, 1975 and filed the Statement in lieu of Advartisement before acceptance of such deposits.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

. Part A and B pertaining to conservation and technology absorption is not applicable to the Company: However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-Section (2AA) of Section 217 of Companies Act1956 the Board of Directors of the Company hereby State and confirm that:

(i) in preparation of Annual Accounts, the applicable accounting standards had been followed along with

proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and applied them consistently and made judgements 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 end of the financial year and of the profit or loss of the company for that period;

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

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

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

Registered Office: For and on behalf of the Board of Directors

6th Floor, Doctor House,

Near Parimal Garden,

Ahmedabad-380 006. Sanket V Shah

Date : 30/6/09 Managing Director

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