Directors Report of Raja Bahadur International Ltd.

Mar 31, 2018

BOARDS’ REPORT TO THE MEMBERS

The Directors have pleasure in submitting their Ninety-Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

TRANSITION TO INDIAN ACCOUNTING STANDARD (Ind-AS)

With effect from 1st April, 2017, your Company was required to align its accounting policies and disclosures with new Indian Accounting Standards or Ind-AS as notified under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2016 as amended. Accordingly, the Financial Statements are prepared in accordance with the (Ind-AS).

Figures of the previous year have been reinstated due to adoption of Ind-AS.

FINANCIAL RESULTS

The financial results of the Company (Standalone) are summarized as under:

Rs.in Lakhs

Particular	Year ended 31.03.2018	Year ended 31.03.2017
Gross Profit / (Loss) before Depreciation, Finance Cost, Taxation and Extra Ordinary Items	(561.88)	(708.47)
Finance Cost	775.96	227.45
Profit / (Loss) before Depreciation, Taxation & Extra Ordinary Items	(1337.84)	(935.92)
Depreciation	49.46	11.56
Profit / (Loss) before Taxation	(1387.30)	(947.48)
Provision for Taxation
- Current Tax (MAT)	--	-
- Deferred Tax	(19.37)	(15.79)
- Income Tax (excess) Provision of Earlier Years	(1.28)	--
Profit / (Loss) after Tax	(1366.65)	(931.69)
Other Comprehensive Income (net oftax)	5.23	11.65
Total Comprehensive Income	(1361.42)	(920.04)

STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to state that Phase-ll consisting of “Wing D” of residential project “Pittie Kourtyard” at Kharadi, Pune has made satisfactory progress during the year. The customers response to the project has been satisfactory. Your Company is refurbishing and renovating the existing structures at 5, Raja Bahadur Motilal Road, Pune for giving on Leave & License / Lease basis. Your Company is pleased to inform that some units have been already given on Leave & License / Lease basis and further opportunities are being explored.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of the report.

DIVIDEND & RESERVES

During the year under review, in view of loss your Directors do not recommend any dividend for the Financial Year 2017-18 and also no amount was transferred to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Malvika S. Pittie (DIN No.: 00730352), Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. Mohan V. Tanksale (DIN No.: 02971181) who was appointed as an Additional Director of the Company by the Board effective from August 11, 2017, was appointed as Director under Section 161(1) of the Companies Act, 2013 and also Independent Director under Section 149 of the Companies Act, 2013 at the 91st Annual General Meeting of the Company held on September 15, 2017.

There has been no change in the Key Managerial Personnel during the financial year.

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Madhav L. Apte (DIN No.: 00003656), Mr. Nayankumar C. Mirani (DIN No.: 00045197) and Mr. Mohan V. Tanksale (DIN No.: 02971181), Independent Directors of the Company had submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required.

NUMBERS OF MEETINGS OF THE BOARD

During the year, six Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under Companies Act, 2013.

COMMITTEE OF BOARD OF DIRECTORS

The Committees of the Board have been constituted/ reconstituted in accordance with the provisions of the Companies Act, 2013. Currently, the Board has the following Committees:

Audit Committee, Nomination & Remuneration Committee and Share Transfer Committee. The details of meetings held during the year and the attendance of directors for these meetings is part of the Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concern or grievances. The whistle blower policy has been posted on the Company’s website at (https://www.raiabahadur.com/coc.php). During the year no such incidence was reported.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the Company’s website at (https://www.raiabahadur.com/coc.php). There has been no change in the policies since the last fiscal year.

We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board’s own performance, Board Committees and Individual Directors was carried out Dursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent Directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its Committees	All Directors	Board composition and structure, effectiveness of Board processes, Evaluation of risk, look into governance and compliance, review grievance of investor, check availability of sufficient funds, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information, contribution to the discussion, etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

RISK MANAGEMENT POLICY

The Board of Directors ofthe Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. More details on risk management are covered in the Management Discussion and Analysis, forming a part ofthe Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act, 2013

i. that in the preparation of the annual accounts for year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable & 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 on 31st March, 2018 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care have been taken for the 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;

iv. that the annual accounts have been prepared on a ‘going concern’ basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate system of internal financial controls over financial reporting as required under the Act. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. The Audit Committee of the Board reviews the internal control systems with the Management, Internal Auditors and StatutoryAuditors.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES / ASSOCIATES

Raja Bahadurs Realty Limited (Formerly known as Raja Bahadur Motilal Export Import Limited) is wholly owned subsidiary of the Company. The Company is engaged in the business of real estate and property development activities. The salient features of the financial summary statement in Form AOC -1 is enclosed as “Annexure-E.”

The Company does not have any Joint Ventures / Associates.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Regulations and forms part ofthe Annual Report.

DEPOSITS

The Company has not accepted any public deposits in terms of Section 73 of the Act.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is enclosed as “Annexure-A.”

AUDITORS, AUDIT REPORT AND THEIR OBSERVATIONS

M/s. Jain RC. & Associates, Chartered Accountants (FRN No. 126313W) have been appointed Auditors of the Company at the 91st Annual General Meeting of the company (AGM) held on 15th September, 2017 for a period of five years to hold office till the conclusion of 96th AGM to be held in the year 2022 subject to ratification by shareholders at each AGM. However in terms of the Notification issued by the Ministry of Corporate Affairs dated May 07, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s. Jain RC. & Associates, Chartered Accountants would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 96th AGM to be held in 2022.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(f) ofthe Act.

There were no observation of the Auditor relating to financial statement and auditors have given unmodified opinion report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Jigyasa Singhi & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2017-18 and the Secretarial Auditors’ Report issued by them is attached hereto as “Annexure-B”.

The Secretarial Audit Report for the financial year ended 31 March, 2018 does not contain any qualification, reservation and adverse remark.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014are given in “Annexure-C” to this Report.

Details of Employees remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on yours Company’s website at (https://www.raiabahadur.com/Dis.php).

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as “Annexure-D”.

During the financial year, your Company entered into related party transactions, which were on an arm’s length basis and in the ordinary course of business. All related party transactions were approved by the Audit Committee of your Company.

The details of contracts and arrangement with related parties of your Company for the financial year ended 31st March, 2018 is given in Notes to the financial statements of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014are not applicable to your Company.

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

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.

The Company has not received any complaint of sexual harassment during the financial year 2017-2018.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the year 2018-2019.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of

Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on your Company’s website at (www.rajabahadur.com).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

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

In view of nature of business of the Company, particulars regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earnings and outgo during the year under report.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not applicable to the Company.

COMPLIANCES OF SECRETARIAL STANADARD

The company has complied with all the compliances of applicable Secretarial Standards.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by any regulator or court that would impact the going concern status of the Company and its future operations.

APPRECIATION

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

M. M. PITTIE

Place : Mumbai (DIN: 00760307)

Date : 17th May, 2018 CHAIRMAN

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Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in submitting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under:

RS. in Lacs

Year ended Year ended 31.03.2015 31.03.2014

Gross Profit / (Loss) before Depreciation, 351.28 (326.71)

Interest, Taxation and Extra Ordinary Items

Less: Interest 62.29 51.17

Profit (Loss) before Depreciation, 288.99 (377.88)

Taxation & Extra Ordinary Items

Less: Depreciation 20.20 15.30

Profit/(Loss)beforeTaxation 268.79 (393.18)

Less : Provision for Taxation

Current Tax (MAT) 52.00 --

DeferredTax (18.24) (12.33)

Profit/(Loss) after Tax 235.03 (380.85)

REVIEW OF OPERATIONS

The Company''s prestigious Residential project "Pittie Kourtyard" has made satisfactory progress during the year and is expected to be handed over to the buyers in the current year. The customer response to the project has been satisfactory. Hence your Directors have decided to undertake the construction of the fourth tower after obtaining necessary approvals. Your Company is also actively exploring the prospects of undertaking other development projects.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

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

DIVIDEND

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the Company has taken various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was RS. 64.89 lacs during the year under report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri M.M. Pittie, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. During the year under review, Shri M. L. Apte, Shri. N. C. Mirani and Shri. Milind Korde have been appointed as Independent Directors of the Company with effect from February 10, 2015 for a period of five consecutive years. All independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

Necessary resolutions have been proposed at the ensuing Annual General Meeting of the Company for the approval of appointment of Shri. M. L. Apte, Shri N. C. Mirani and Shri. Milind Korde as Independent Directors in pursuance of Section 149(4) of the Companies Act 2013.

Smt. Malvika S. Pittie has been appointed as an Additional Director with effect from 26th May, 2015 by the Board of Directors of the Company in compliance with Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of the Companies Act, 2013 she would hold office upto the date ofthe ensuing Annual General Meeting.

Necessary resolution seeking approval of members for her appointment has been incorporated in the Notice of the forthcoming Annual General Meeting of the company along with brief details about her. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

During the year under report, the Company has recognized the following persons as Key Managerial Personnel:

Shri Shridhar N. Pittie Managing Director

Shri S.K. Jhunjhunwala Chief Financial Officer

NUMBERS OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business.

During the year, five Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has constituted/ reconstituted Committees. Currentlythe Board has the following Committees:-

Audit Committee,

Nomination & Remuneration Committee

Share Transfer Committee

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company in compliance with Section 178 of the Companies Act, 2013.

As per the policy, the Nomination and Remuneration Committee recommend to the Board appointment, reappointment of Directors and Key Managerial Personnel and determination, fixation and revision of their remuneration and is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration, based on the performance and growth of the company, the current trends in the industry, the experience of the appointee, their past performances and other relevant factors.

BOARD EVALUATION

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors. The criteria for performance evaluation is based on the various parameters i.e. attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii. that such accounting policies have been selected and applied 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have been taken for the 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;

iv. that the annual financial statements have been prepared on a ''going concern'' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and

were operating effectively;

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:

The Company does not have any subsidiary/ joint ventures/ associates.

DEPOSITS:

The Company has not accepted any public deposits in terms of Section 73 of the Act and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS

M/s. J.K. Doshi & Co., Chartered Accountants, (Firm Registration No.102720W), Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to act as Auditors of the Company and given the confirmation that their appointment, if made, would be in conformity with the provision of Section 138&141 of the Companies Act, 2013. You are requested to appoint Auditors and fix their remuneration.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Jigyasa Singhi & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-15 and the Secretarial Auditors'' Report issued by them is attached hereto as Annexure-B.

As regards observations of the Secretarial Auditor in their report, your Directors have to state that the company is in the process of identifying and appointing a competent and suitable company secretary. Meanwhile, the company has engaged the professional services of practicing company secretaries to take care of due compliances of the provisions of the Act. The company is generally complying with the provisions of Act including filing of Forms with the Registrar of Companies. With regard to appointment of Women Director, the company has appointed Smt. Malvika S. Pittie on the Board on May 26, 2015 in compliance with Section 149 of the Companies Act, 2013.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

The Board has framed a policy for related party transactions. During the year under report, all related party transactions that were entered were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered material.

Related party transactions are disclosed in the notes to the financial statements.

CODE OF CONDUCT

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent Directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an abstract of Annual Return in Form MGT-9 is enclosed as Annexure-A.

APPRECIATION

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board



MUMBAI M. M. PITTIE May 26, 2015 CHAIRMAN

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Mar 31, 2013

TO THE MEMBERS :

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under: ^

Rs.in Lacs Year ended Year ended 31.03.2013 31.03.2012

Gross Profit / (Loss) before Depreciation, (349.43) (134.39)

Interest, Taxation and Extra Ordinary Items Less: Interest 60.66 58.56

Profit (Loss) before Depreciation, (410.09) (192.95)

Taxation & Extra Ordinary Items

Less: Depreciation 21.60 15.00

Profit / (Loss) before Taxation (431.69) (207.95)

Add: Extra Ordinary Items 275.00

(156.69) (207.95)

Less : Provision for Taxation

Deferred Tax (25.80) 64.55

Profit/(Loss) after Tax (130.89) (272,50)

Profit brought forward from last year 102.53 375.03

Profit carried to Balance Sheet (28.36) 102.53

OPERATIONS :

The Company''s prestigious Residential project "Pittie Kourtyard" has made satisfactory progress during the year and the RCC structure of the three towers is nearing completion. The customer response to the project has been satisfactory. Hence your Directors have decided to undertake the construction of the fourth tower. Your company is also actively exploring the prospects of undertaking other development projects.

DIVIDEND:

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2012-13.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the company has taken various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was Rs. 42.49 lacs during the year under report.

DIRECTORS:

Mr. M. M. Pittie and Mr. N. C. Mirani, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Directors confirm that:

(i) In preparation of the 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 prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit 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.

FIXED DEPOSIT :

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DEMATERIALISATION OF SHARES & LISTING :

The shares of the company are now available for dematerialization. The company has got the connectivity with

National Security Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL).

The company has paid the listing fees to the Bombay Stock Exchange Ltd. for the year 2013-14.

COMPLIANCE CERTIFICATE:

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2013 is attached hereto and forms part of this report.

AUDITORS'' REMARK:

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

MUMBAI N.M. PITTIE

30th May, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

The financial results of the Company are summarized as under:

Rs.in Lacs Year ended Year ended 31.03.2012 31.03.2011

Gross Profit / (Loss) before Depreciation,Interest and Taxation (134.39) (45.70)

Less: Finance Cost 58.56 49.38

Profit (Loss) before Depreciation & Taxation (192.95) (95.08)

Less: Depreciation 15.00 32.07

Profit / (Loss) before Taxation (207.95) (127.15)

Exceptional Items - Loss on sale of Fixed Assets -- 349.60

(207.95) (476.75)

Less : Provision for Taxation Current Tax 51.10

Deferred Tax 64.55 64.55 (238.56)87.46)

Profit/(Loss) after Tax (272.50) (289.29)

Profit brought forward from last year 375.03 664.32

Profit carried to Balance Sheet 102.53 375.03

OPERATIONS :

The Company has launched its high end residential project styled as Pittie Kourtyard at Kharadi Pune. It has 3 high rise residential towers comprising of 2 parking levels and 17 living floors along with Club House.

The project was awarded the DSK Artists in Concrete Awards 2011 under the category Amenities Galore .

The construction work is in full swing. The project has received overwhelming response despite being the first residential project of the Company.

DIVIDEND:

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2011 -12.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the company is taking various measures to conserve energy at all levels.

There was no foreign exchange earning whereas outgo was Rs - 31.05 lacs during the year under report.

DIRECTORS:

The Board hereby report with great grief the sad demise of Mr. Rajaram P. Vaidya, on 1st May,2012. The Board hereby pays rich tributes to his memory and place on record their sense of appreciation for his valuable advice and contribution made by him in guiding the Company especially during its most turbulent times.

Mr. N. M. Pittie and Mr. M. L. Apte, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(i) In preparation of the 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 prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit 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.

FIXED DEPOSIT:

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DEMATERIALISATION OF SHARES & LISTING :

The shares of the company are now available for dematerialization. The company has got the connectivity with National Security Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL).

The company has paid the listing fees to the Bombay Stock Exchange Ltd. for the year 2012-13.

COMPLIANCE CERTIFICATE:

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2012 is attached hereto and forms part of this report.

AUDITORS' REMARK .

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers and Institutions for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

MUMBAI N.M. PITTIE

August 28, 2012. CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

The financial results of the Company are summarised as under :

(Rupees in Lacs)

Year ended Year ended 31.03.2011 31.03.2010

Gross Profit / (Loss) before Depredation, (45.70) 229.81 Interest and Taxation

Less : Interest 49,38 78.10

Profit / (Loss) before Depreciation & (95.08) 151.71 Taxation

Less : Depreciation 32.07 51.75

Profit / (Loss) before Taxation (127.15) 99.96

Exceptional Items -Loss on sale of 349.60 - Business

Undertaking (476.75) 99.96

Less : Provision for Taxation

Current Tax 51.10 17.00

(527.85) 82.96

Add : Deferred Tax Release 238.56 19.77

Profit / (Loss) after Tax (289.29) 102.73

Profit brought forward from last year 664.32 561.59

Profit carried forward to Balance Sheet 375.03 664.32

OPERATIONS :

The Company has recently obtained permission from the Pune Municipal Corporation for construction of building on its land located at Kharadi, Pune. The Company is constructing three Residential Towers with a Club House and has commenced the construction of the same.

As reported earlier, the business of Power Generation by Wind turbines (windmills) was not satisfactory and hence the Company sold the entire undertaking of windmills business during the year under report.

DIVIDEND :

With a view to conserve resources and to meet the future financial commitments, your Directors do not recommend any dividend for the Financial Year 2010-11.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the steps are being taken to conserve energy at all levels.

There was no foreign exchange earning or outgo during the year under report.

DIRECTORS :

Mr. M. M. Pittie and Mr. Nayan C. Mirani, Directors of the Company would retire by rotation at the ensuing

Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

During the year there was no employee whose information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors confirm that :

(i) In preparation of the 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 prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit 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.

FIXED DEPOSIT :

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

COMPLIANCE CERTIFICATE :

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the financial year ended 31st March, 2011 is attached hereto and forms part of this report.

AUDITORS' REMARK :

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

N. M. PITTIE CHAIRMAN

MUMBAI August 09, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

The financial results of the Company are summarised as under :

(Rupees in Lacs)

Year ended Year ended 31.03.2010 31.03.2009

Gross Profit before Depreciation, 229.81 125.21

Interest and Taxation

Less : Interest 78.10 61.62

Profit / (Loss) before Depreciation & Taxation 151.71 63.59

Less : Depreciation 51.75 53.33

Profit / (Loss) before Taxation 99.96 10.26

Less : Provision for Taxation

Current Tax 17.00 0.45

Deferred Tax (19.77) (16.46)

Fringe Benefit Tax (2.77) 3.46 (12.55)

Profit after Tax 102.73 22.81

Profit brought forward from last year 561.59 538.78

Profit carried forward to Balance Sheet 664.32 561.59

OPERATIONS :

The second half of the year under review has seen an improvement in the Real estate segment and the business sentiment has also changed for the better. Accordingly, we have now again revived our real estate project and expect to start construction in the next financial year.

The Power generation by the wind generators have suffered a set back during the year due to frequent break downs and the manufacturer who was entrusted with the operation and maintenance refusing to honour the contract. We have taken remedial measures including legal in the matter.

DIVIDEND :

With a view to conserve resources and to meet the future commitments, your Directors do not recommend any dividend for the Financial Year 2009-10.

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

In view of nature of business of the Company, particulars required to be given in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given. However, the steps are being taken to conserve energy at all levels.

There was no foreign exchange earning during the year under report. Details of foreign exchange outgo are furnished in Schedule 14 item no.14(c).

DIRECTORS :

Shri R.R Vaidya and Shri N.M. Pittie, Directors of the Company would retire by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment.

PARTICULARS OF EMPLOYEES :

The information required under section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules 1975, is given in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm that :

(i) In preparation of the 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 prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of profit 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.

COMPLIANCE CERTIFICATE :

A compliance certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary for the Financial Year ended 31st March,2010 is attached hereto and forms part of this report.

AUDITORS REMARK :

The remarks of the Auditors in their Report and Notes attached to the Accounts are self-explanatory.

AUDITORS :

M/s. J.K. Doshi & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration.

APPRECIATION :

The Board of Directors are thankful to its Bankers for the support and financial assistance from time to time.

The Directors appreciate the dedicated and sincere services rendered by the employees of the Company.

The Board takes this opportunity to express its deep gratitude for the continuous support received from the shareholders.

For and on behalf of the Board

MUMBAI N. M. PITTIE

May 31, 2010 CHAIRMAN