Directors Report of Regaliaa Realty Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the audited statement of accounts for the year ending 31st March 2014.

FINANCIAL HIGHLIGHTS:

31.03.2014 31.03.2013

(Rs. in lakhs)

Profit/Loss before Depreciation & Interest (3.18) (38.63)

Depreciation 4.34 6.91

Interest 6.70 63.93

Provision for Tax - -

DeferredTaxAsset/Liability 1.40 1.11

Profit / (Loss) afterTax - (15.62) (116.58)

Balance carried forward (407.59) (391.97)

OPERATIONS:

THE FERNS - The case filed by the Company against the Landlord for cancelling the Power of Attorney is in an advanced stage. In the meantime, Company is trying for an amicable out of court settlement with the landlord. In the absence of Power of Attorney, Company could not sell any villas and hence there is no revenue from the project.

DIVIDEND:

No provision has been made for dividend as the Company has incurred losses for the year ended 31st March 2014.

FIXED DEPOSITS:

Liability on account of Fixed Deposit held by the Company as on 31st March 2014 is Rs. 48,10,000/-. The Company has not accepted any fresh Fixed Deposits during the year under review.

LISTING:

The Equity shares of your Company are listed on the Bombay Stock Exchange Ltd., Mumbai. Listing fees for the year 2013-14 has been paid to the stock exchange. The Board would like to inform the shareholders that the shares of the Company are also available in form and shareholders are requested to make use of this opportunity.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm.

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

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

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

d. That they have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors M/s. B.B. Naidu & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and are eligible for reappointment. Your Directors recommend the re-appointment of M/s. B.B. Naidu & Co., Chartered Accountants, as statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The members are requested to authorize the Board to fix their remuneration.

ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder:

A. Details of Conservation of Energy: The Company tries to conserve energy wherever possible. The activity of the Company is not covered under the list of specified industries in the Schedule and rules as stated above.

B. Research and Development: The Company has not undertaken any R&D activity in any specific area during the year under review and hence no cost has been incurred towards the same.

C. Technology Absorption: Nil

D. Foreign Exchange Earnings & Outgo:

SECRETARIAL COMPLIANCE CERTIFICATE:

The Company has obtained a Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary.

PARTICULARS OF EMPLOYEES:

The provisions under Section 217(2A) of the Companies Act, 1956 and the rules framed there under are not applicable since none of the employees were in receipt of remuneration in excess of the limits prescribed therein.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditor''s Certificate on the compliance of Corporate Governance, form part of the Annual Report.

ACKNOWLEDGMENTS:

Your Directors thank the Company''s Customers, Vendors and Investors for their continued support during the year. Your Directors place on record their appreciation of the excellent contribution made by employees at all levels.

For & on behalf of the Board of Directors

Place Chennai D.Sudhakara Reddy Date 22-08-2014 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of the Company together with the audited statement of accounts for the year ending 31st March 2010.

FINANCIAL HIGHLIGHTS:

31.03.2010 31.03.2009

(Rs. in lakhs)

Profit / Loss before depreciation & Interest 213.27 (120.59)

Depreciation 8.63 9.18

Interest 6.49 8.42

Provision for Tax 35.00 1.24

Deferred Tax Asset / Liability (3.66) 42.70

Profit / (Loss) After Tax 159.49 (96.74)

Balance carried forward 28.83 (154.36)

OPERATIONS:



PROPERTY DEVELOPMENT DIVISION



THE FERNS - Villa Project in Thiruvidanthai - Off ECR, Phase - I consists of 29 Villas out of which 9 were completed in all respects and the revenue was accounted for during March 2010. The construction of the remaining 19 Villas are in various stages of completion with one Villa having already been completed and sold. The Company has obtained approval for Phase II of THE FERNS from Director of Town & Country Planning (DTCP), Chennai and is awaiting final stamping from their concerned local Office - Mamallapuram Local Planning Authority (MLPA), Chenglepet.

EKANTHA - Apartment Project at Perungudi - The Company has sold all the Apartments in the Project and construction is progressing well and the Project is estimated to be completed by September/October 2010 and the entire revenue will be accounted during the current financial year 2010 - 2011.

HOSPITALITY DIVISION

HOMCOURT - Nungambakkam High Road - Chennai is doing well and has achieved an occupancy rate of 77% during the year 2009 -10. The product & services offered have been received very well by the various Corporates, FITs & individual travelers and some of the large Corporates have been regularly using our facilities on long term basis.

HOMCOURT - Jubilee Hills Hyderabad - Entire works have been completed and commenced its operation from May 2010 onwards with few apartments. The Company is targeting to open the remaining Apartments alongwith a Restaurant before September/October 2010. The product and services have been received very well.

DIVIDEND:

To conserve resources of the Company, no provision has been made for dividend for the year ended 31st March 2010.

FIXED DEPOSITS:

Liability on account of Fixed Deposit held by the Company as on 31st March 2010 is Rs. 57,90,000/-. The Company has not accepted any Fixed Deposits during the year under review.

LISTING:

The Equity shares of }rour Company are listed on the Bombay Stock Exchange Ltd., Mumbai and Madras Stock Exchange Ltd. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fee, etc. The Board would like to inform the shareholders that the shares of the company are also available in DEMAT form and shareholders are requested to make use of this opportunity.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Viji Joseph retires by rotation and being eligible has offered himself for reappointment.

The Board of Directors at the meeting held on 25th January 2010, on the recommendations of the Remuneration Committee, reappointed Mr. D. Sudhakara Reddy as Managing Director of the Company for a further period of five years with effect from 31st January 2010, subject to the approval of the Members and such other approvals as may be necessary. Members approval for his re-appointment as Managing Director has been sought in the Notice convening the Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm.

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

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

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

d. That they have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors M/s. B.B. Naldu & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and are eligible for reappointment. Your Directors recommend the re-appointment of M/s. B.B. Naldu & Co., Chartered Accountants, as statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

ENERGY CONSERVATION. TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder:

A. Details of Conservation of Energy: The Company tries to conserve energy wherever possible.

B. Research and Development: The Company has not undertaken any R&D activity in any specific area during the year under review and hence no cost has been incurred towards the same.

C. Technology Absorption: Nil

D. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil & Outgo - Rs.40,89,799/-

SECRETARIAL COMPLIANCE CERTIFICATE:

The Company has obtained a Secretarial Compliance Certificate as required under Section 383A of the Companies Act, 1956 issued by a Practicing Company Secretary. The same is annexed to this Report.

PARTICULARS OP EMPLOYEES:

The particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given below:





Name of the AGE Qualifications Date of

Employee (Yean) Designation & Experience Employment

Graduate in Chief Hotel

Operating Management.

Anil Mohan 58 Officer 01/04/2009

35 Years

Name of the Employee Total

Remuneration Previous Employment

Employer Designation

Anil Mohan The Indian

Hotels General

Rs-3490270/- Company Ltd. Manager



Note:



1. Mr. Anil Mohan is not related to any Directors of the Company.

2. Terms of employment are as per Contract / Letter of Appointment.

3. Remuneration includes Salary, HRA, Contribution to EPF / Superannuation Fund, Reimbursement of Medical and other expenses and LTA.

4. Mr. Anil Mohan does not hold any shares in the Company.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors certificate on the compliance of Corporate Governance, form part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors thank the Companys Customers, Vendors and Investors for their continued support during the year. Your Directors place on record their appreciation of the excellent contribution made by employees at all levels.



For and on behalf of the Board of Directors

D. Sudhakara Reddy

Place: Chennai Chairman

Date: 29th July 2010.