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Directors Report of Shri Krishna Devcon Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report along with the Audited Accounts and Financial Statements (including consolidated financial statements) for the year ended on 31st March, 2016.

Financial results:

The summarized Standalone financial results of the Company for the year ended 31st March, 2016 are as follows: . - - .

(Rs.ln Lakh)

Particulars

For the Year ended 31.03.2016

For the Year ended 31.03.2015

Total Revenue

2282.28

898.41

Total Expenses

1914.99

758.47

Profit before exceptional items & tax

367.28

139.94

Exceptional items

0.00

0.00

Profit before Tax

367.28

139.94

Profit after Tax

239.61

91.98

Operational Performance:

During the year under review, the Company recorded total revenue of Rs. 2,282.28 Lakh as compared to Rs. 898.41 Lakh recorded during the previous year. The Company recorded a net profit of Rs.239.61 Lakh as compared to net profit of Rs. 91.98 lakh during the previous year. The Basic Earnings per Share for the year ended 31st March, 2016 is Rs.0.86/- as against Rs. 0.33/-for the corresponding previous year ended 31st March, 2015.

Dividend:

The strength of your Company lies in identification, execution and successful implementation of the projects in the real estate space. To strengthen the long-term prospects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities. Your Board of Directors, considers this be in the strategic interest of the Company and believe that this will greatly enhance the long-term shareholders'' value. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2015-16.

Reserves:

During the year under review, No amount was transferred to General Reserve.

Brief description of the Company''s working during the year/State of Company''s affair:

The Company is in the business of Real Estate and Infrastructure Development. Looking into the ups and downs of the industry it can be concluded that the Company has performed well enough to sustain in today''s competitive economy. The Company has overseen challenges trespassing the hurdles of real Estate development. The Company stepped into Colonizing and residential constructions and Company is looking forward to take up some new projects which will take the Company to new heights in the real Estate sector.

Changes in the nature of business, if any

There were no Changes as such in the Company for the year under review.

Board Evaluation:

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework in which a structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance and under which the Committee has identified the criteria upon which every Director shall be evaluated. The Policy also provides the manner in which the Directors, as a collective unit in the form of Board Committees and the Board function and perform.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

Segment Performance:

At present Company is engaged in the business of real estate development and there is no separate reportable segment.

Listing:

As on date all the 2,80,00,000 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2016-17.

Depository:

Equity shares of the Company are traded in Demat form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Deposits:

Your Company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 with the stock exchange, is presented in a separate section forming part of this annual report.

Report on Corporate Governance:

The Company has put in place the compliances pertaining to Corporate Governance. A report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the stock exchange forms part of the Annual Report.

Your Company has complied with the requirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and necessary disclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company, M/s Khandelwal & Khandelwal Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

Cash Flow Statement:

In conformity with the provisions of the Companies Act, 2013 and Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2016 is annexed hereto.

Directors and Key Managerial Personnel: Retire by Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Mukesh Kumar Jain (Din 00392364), Non-Executive Director retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume, expertise and other details of Director proposed to be appointed/reappointed are attached along with the Notice to the ensuing Annual General Meeting.

Woman Director:

Ms. Prakshali Jain (DIN 06977691) has been appointed as Woman Non- Executive Director to comply with the requirements as prescribed under Section 149(1) of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014 and also in Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Independent Director:

Mr. Shailesh Kumar Jain (DIN 02390457), Mr. Dinesh Joshi (DIN 01784102), Mr. Ashok Kumar Sethi (DIN 01784133), and Mr. Purshottam Das Bairagi (DIN 01785896) occupy the position of Independent Directors of the Company under the provisions of SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 and also meet the criterion of independence as provided under Section 149(6) of the Companies Act, 2013. And they have already served the declaration required under this section.

Key Managerial Personnel:

Mr. Mayank Lashkari resigned from the post of Company Secretary w.e.f. 30.07.2015 and Mr. Prateek Ghatiya was appointed as a Company Secretary w.e.f 30.07.2015 subsequently he also resigned due to his pre-occupation and In his Place Mr. Qamar Ali occupied the Position of Company Secretary and Compliance officer of the Company w.e.f 03.05.2016.

Further that Mr. Vikas Jain and Mr. Sunil Kumar Jain continues to hold the position of CFO and MD of the Company respectively being the KMP.

Statutory Auditors:

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, (Firm Reg No: 008389C) has appointed as the Statutory Auditors of the Company in the 20th AGM until 23rd AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AG Ms.

The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to ratify appointment of M/s. Khandelwal & Khandelwal Associates Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the subsequent AGM.

Auditors'' Reports

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s B. K. Pradhan & Associates, Company Secretaries, Mumbai have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure ''A'' to this report. The report is self-explanatory and do not call for any further comments.

Internal Audit & Controls:

Pursuant to Section 138 of the Companies Act, 2013 and Rules made there under, the Board of Directors of Company has appointed M/s S.N. Gadiya & Co., Chartered Accounts, Indore as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company, the Board of Directors has nothing to report on conservation of Energy and Technology absorption, Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule8oftheCompanies(Accounts) Rules, 2014.

a) Conservation of energy

(i) the steps taken or impact on conservation of energy

N.A

(ii) the steps taken by the Company for utilizing alternate sources of energy

N.A

(iii) the capital investment on energy conservation equipment''s

N.A

(b) Technology absorption

(i)

(ii)

(iii)

the efforts made towards technology absorption

the benefits derived like product improvement, cost reduction, product development or import substitution

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

N.A

N.A

N.A

(a) the details of technology imported

N.A

(b) the year of import;

N.A

(c) whether the technology been fully absorbed

N.A

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N.A

(iv)

the expenditure incurred on Research and Development

N.A

C) During the year under review, the Company did not have earning and outgo of any foreign currency.

Corporate Social Responsibility (CSR):

The provisions of section 135 and Schedule VII of the Companies Act, 2013 in respect to CSR is not applicable on your Company.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.shrikrishnadevconlimited.com/ under Investors Relation/Code of Conduct/Vigil Mechanism Policy link.

Related Party Transactions:

During the period under review there were no related party transactions in the Company as per the provisions of section 188oftheCompaniesact, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.shrikrishnadevconlimited.com/ under Investors Relation/Code of Conduct/Related Party Policy link.

Risk management policy:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in Management Discussion and Analysis.

Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is attached as a part of this Annual Report as Annexure ''A''.

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

There were no Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Disclosure of Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company''s operations in future.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate Company., However the company has investments in Partnership Firms which according to Accounting Standards required consolidation of accounts.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2016 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 the same period;

c) The directors have taken proper and sufficient care 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the Company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Number of Meetings of the Board and its Committees:

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2015-16 are given in the Corporate Governance Report which forms a part of this report.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished here under:

Sr. No.

Name

Designation

Remuneration Paid F.Y. 2015-16 (Rs.ln Lac)

Remuneration Paid F.Y. 2014-15 (Rs.ln Lac)

Percentage Increase in remuneration from previous year

Ratio/Times per Median of employee remuneration

01

Mr. Sunil Kumar Jain

Managing Director

36.00

36.00

-

15

02

Mr. Vikas Kumar Jain

Chief Financial Officer

0.84

0.84

-

1.6

03

Mr. Prateek Ghatiya

Company Secretary

01.20

-

-

0.5

04

Mr. Mayank Kumar Lashkari**

Company Secretary

00.60

00.45

-

0.25

05

Ms. Priyanka Saraf***

Company Secretary

-

01.02

-

-

06

Ms. Surbhi Goyal****

Company Secretary

00.69

* Mr. PrateekGhatiya Appointed w.e.f. 30.07.2015.

** Mr. MayankLashkari Resigned w.e.f 30.07.2015.

*** Ms. Priyanka Saraf Resigned w.e.f 25.01.2015.

**** Ms. Surbhi Goyal Resigned w.e.f 30.05.2014.

The percentage increase in the Median remuneration of Employees in the financial year 2015-16 was 5.00%

The Number of Permanent Employees on the rolls of the Company are 9 (Nine).

The Remuneration of the Key Managerial Personnel''s of the Company remained same as compared to the previous fiscal.

The percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 5.00%. Further there was no increase in the Managerial Remuneration for the financial year 2015-16.

The Managing director doesn''t draw any variable component other than the fixed salary. Further the remuneration payable is as per the remuneration policy of the Company

The Names of top Ten Employees in terms of Remuneration are:-

Sr. No.

Name of Employee

Designation

Remuneration Per Months

01

Mr. Sunil KumarJain

MD

3,00,000

02

Mr. Vikas Jain

CFO

32,000

03

Mr. Sudeep Jain

Branch Head

30,000,

04

Ms. Prita Biswas

Admin Manager

25,000

05

Mr. Gaurav Rodge

Site-Supervisor

20,000

06

Mr. Manoj Piple

Site-Supervisor

20,000

07

Mr. PrateekGhatiya*

Company Secretary

15,000

08

Ms. Shivanj Patni

H.R. Head

13,000

09

Ms. Anukriti Vyas

Accountant

11,000

* Mr. Prateek Ghatiya Resigned w.e.f. 03.05.2016.

Obligation of Company under The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year under review the Company has neither received any complaint of harassment nor any complaints pending there under.

Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and cooperation extended by the Bankers, Shareholders, customers, suppliers, contractors and other associates for their continued support to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors

Sunil Kumar Jain Naveen Kumar Jain

Place: Indore Managing Director Director

Date: 12.08.2016 DIN: 00101324 DIN: 00117876


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report along with the Audited Accounts and Financial Statements for the year ended 31st March, 2014.

Financial results

The summarized financial results of the company for the year ended 31st March, 2014 are as follows:

(Rs. In Lacs)

Particulars For the For the Year ended Year ended 31.03.2014 31.03.2013

Total Revenue 3,050.41 2,744.52

Total Expenses 2,888.40 2,421.02

Profit before exceptional items & tax 162.00 323.50

Exceptional items - 56.50

Profit before Tax 162.00 266.99

Profit after Tax 108.06 162.49

Operational Performance

During the year under review, the Company recorded total revenue of Rs. 305,040,715/- as compared to Rs. 274,452,217/- recorded during the previous year. The Company recorded a net profit of Rs. 10,805,930/- as compared to net profit of Rs. 16,248,972/- during the previous year. The Basic Earnings per Share for the year ended March 31, 2014 is 0.39 as against 0.58 for the corresponding previous year ended March 31,2013.

Dividend

To strengthen the net worth of the company and to ensure sustainable growth in assets and revenue, it is important for your Company to conserve the financial resources and evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has various projects under accomplishment and continues to explore newer opportunities. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2013-2014.

Segment Performance

At present Company is engaged in the business of real estate development and there is no separate reportable segment.

Listing

As on date all the 28,000,000 Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2014-15.

Depository

Equity shares of the company are traded in D''mate form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Fixed Deposits

Your company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause-49 of the Listing Agreement with the stock exchange, is presented in a separate section forming part of this annual report.

Report on Corporate Governance

The company has put in place the compliances pertaining to Corporate Governance. A report on Corporate Governance as stipulated under Clause-49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company, M/s Khandelwal & Khandelwal Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2014 is annexed hereto.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Mukesh Kumar Jain, Non- executive Directors retiring by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Purushottam Das Bairagi, Mr. Ashok Kumar Sethi and Mr. Dinesh Joshi, the Non-Executive Independent Directors, have been appointed as Independent Directors under the provisions of Listing Agreement and they also meet the criterion of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them in the ensuing Annual General Meeting as Independent Directors in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and resolutions to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from one of the members of the Company, signifying his intention to propose the candidatures of the said three Directors for the offices of the directors of the Company. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of Director by rotation shall not be applicable to appointment of Independent Directors.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

Auditors

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the Conclusion of forthcoming AGM and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provision of section 139 of the Companies Act 2013 and rules framed thereunder, it is proposed to appoint M/s. Khandelwal & Khandelwal Associates Statutory Auditor of the Company from the conclusion of the forthcoming AGM till the conclusion of 23rd AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

Auditor''s Report

Observations made in the Auditor''s Report are self-explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

Cost Compliance Report

In order to comply with the notifications and circulars issued by Ministry of Corporate Affairs (MCA), the Company has filled the Cost Compliance Report for the year 2012-13.

Directors'' Responsibility Statement

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any.

ii. That 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/loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the annual accounts on going concern basis.

Particulars of Employees

There is no employee whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

As the Company is not a manufacturing company, the Board of Directors has nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

During the year under review, the company did not have earning and outgo of any foreign currency.

Acknowledgment

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers, suppliers, contractors and other associates for their continued support to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors

Sunil Kumar Jain Mukesh Kumar Jain Managing Director Director

Place: Indore Date: 30.05.2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Nineteenth Annual Report along with the Audited Accounts and Financial Statements for the year ended 31st March 2013.

Financial Results

The summarized financial results of the company for the year ended 31st March 2013 are as follows:

(Rs. In Lacs) Particulars For the For the Year ended Year ended 31.03.2013 31.03.2012

Total Revenue 2,744.52 1,109.75

Total Expenses 2,421.02 978.97

Profit before exceptional items & tax 323.50 130.78

Exceptional items 56.50

Profit before tax 266.99 130.78

Profit after tax 162.49 94.59

Operational Performance

During the year under review, the Company recorded total revenue of Rs. 274,452,217 as compared to Rs. 110,974,954 recorded during the previous year. The Company recorded a net profit of Rs. 16,248,972 as compared to net profit of Rs. 9,458,959 during the previous year. The Basic Earnings per Share for the year ended 31.03.2013 is Rs. 0.58 as against Rs. 0.48 for the corresponding previous year ended 31.03.2012.

Dividend

To strengthen the net worth of the company and to ensure sustainable growth in assets and revenue, it is important for your Company to conserve the financial resources and evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has various projects under accomplishment and continues to explore newer opportunities. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2012-2013.

Segment Performance

At present Company is engaged in the business of real estate development and there is no separate reportable segment.

Listing

As on date all the 2,80,00,000 Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2013-14.

Depository

Equity shares of the company are traded in D''mate form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Fixed Deposits

Your company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause-49 of the Listing Agreement with the stock exchange, is presented in a separate section forming part of this annual report.

Report on Corporate Governance

The company has put in place the compliances pertaining to Corporate Governance. A report on Corporate Governance as stipulated under Clause-49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company, M/s. Khandelwal & Khandelwal Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2013 is annexed hereto.

Directors

In accordance with Articles of Association of the Company and in view of the provisions of Section 256 of the Companies Act, 1956, Mr. Purshottam Das Bairagi, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution relating to Director who is seeking re-appointment is included in the Notice of Annual General Meeting. The Board of Directors recommends the re-appointment of Mr. Purshottam Das Bairagi.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

Auditors

The retiring Auditors, M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditor of the Company, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditor''s Report

Observations made in the Auditor''s Report are self- explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

Cost Compliance Certification

In order to comply with the notifications and circulars issued by Ministry of Corporate Affairs (MCA), your Company has appointed M/s Rajendra Singh Bhati & Co. in whole-time practice for the purpose of issuance of the Cost Records Compliance Certificate to the Company for the year 2012 -13.

Directors'' Responsibility Statement

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any.

ii. That 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/loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the annual accounts on going concern basis.

Particulars of Employees

There is no employee whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

As the Company is not a manufacturing company, the Board of Directors has nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

During the year under review, the company did not have earning and outgo of any foreign currency.

Acknowledgement

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers, suppliers, contractors and other associates for their continued support to the Company. The Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors

Sunil Kumar Jain Mukesh Kumar Jain

Managing Director Director

Place : Indore

Date : 02.08.2013


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report for the year ended 31st March 2012.

Financial results:

(Rs In Lacs) Particulars For the For the Year ended Year ended 31.03.2012 31.03.2011

Total Income 1109.75 1069.30

Total Expenditure 978.97 972.46

Profit / Loss 130.78 96.84

Before Taxation

Profit / Loss 94.59 71.20

After Taxation

Performance:

During the year under review, the Company recorded a income of Rs. 1109.75 Lacs as compared to Rs. 1069.30 Lacs recorded during the previous year. The Company recorded a net profit after tax of Rs. 94.59 Lacs as compared to profit of Rs. 71.20 Lacs during the previous year.

Dividend:

The strength of your Company lies in identification, execution and successful implementation of the projects in the real estate space. To strengthen the long-term prospects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities. Your Board of Directors, considers this be in the strategic interest of the Company and believe that this will greatly enhance the long-term shareholders' value. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2011-12.

Change in Share Capital:

To augment its long term resources and in order to enable the Company to raise the resources, Company has increased its authorized share capital from Rs. 16.00 Cr. to Rs. 28.00 Cr. by way of Postal Ballot on 12th May, 2011 and Company has issued 1,20,00,000 Warrants convertible into equity shares of Rs. 10/- each at a premium of Rs. 10/- per share on 25th May, 2011, to the promoters and / or bodies corporate(s)

or individual(s) or others. The Company has allotted

1.20.00.000 equity shares of Rs. 10.00 each at a premium of Rs. 10.00 per share on Conversion of

1.20.00.000 warrants of Rs. 20.00 each on Preferential Basis. After allotment paid up and subscribed capital of Company increased from Rs. 16.00 Cr. to Rs. 28.00 Cr.

Change in Registered Office:

The registered office of the Company was shifted from 414, 4th Floor, Crystal Paradise The Mall, Off Veera Desai Marg, Andheri (W), Mumbai-400 053 to Umerji House, 202, 2nd Floor, Teli Gally, Andheri (East), Mumbai (MH) - 400 069 with effective from 01st December 2011 for administrative purposes.

Segment Performance:

At present Company is engaged in the business of real estate development and there is no separate reportable segment.

Listing:

As on date all the 16.00 Cr. Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE) and remaining 12.00 Cr. Equity Shares of the Company has got the inprincipal approval from BSE and very soon Company will get the listing approval from BSE. The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2012-13.

Depository:

Equity shares of the company are traded in D'mate form as well as in physical form. For dematerialization of shares Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Fixed Deposits:

Your company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis and Corporate Governance Report:

As required by the Listing Agreement with the stock exchanges, a separate section containing Management Discussion and Analysis and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the company's auditors confirming the compliance with the requirements of Corporate Governance policies is set out in the annexure forming part of this annual report.

Cash Flow Statement:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2012 is annexed hereto.

Directors:

During the year designation of Mr. Mukesh Kumar Jain and Mr. Naveen Kumar Jain, Whole -Time Directors of the company changed from Executive Director to Non- Executive Director of the company with effective from 31/07/2011.

Except for the Executive Chairman, Managing Director and Whole-time Director, the other Directors of the Company are liable to retire by rotation, One-third of the said Directors are liable to retire every year and if eligible, offer themselves for re-appointment. Accordingly Mr. Ashok Kumar Sethi and Mr. Naveen Kumar Jain retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution relating to Director who is seeking re- appointment is included in the Notice of Annual General Meeting. The Board of Directors recommends the re-appointment of Mr. Ashok Kumar Sethi and Mr. Naveen Kumar Jain.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

Auditors:

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditor's Report:

Observations made in the Auditor's Report are self- explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

Directors' Responsibility Statement:

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed.

ii. That 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/loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the annual accounts on going concern basis.

Particulars of Employees:

There is no employee whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 do not apply to the Company.

Details of foreign exchange earning and outgo are as follows:

Foreign Exchange Earnings Nil Foreign Exchange Outgo Nil

Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers and look forward to their continued support.

For and on Behalf of the Board of Directors

Sunil Kumar Jain Mukesh Kumar Jain

Managing Director Director

Place : Indore

Date : 14.08.2012


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report for the year ended 31st March 2010.

Financial results:

(Rs. In Lacs)

Particulars For the For the Year ended Year ended 31.03.2010 31.03.2009

Total Income 359.77 38.19

Total Expenditure 351.10 34.50

Profit (Loss) 8.66 3.27

Before Taxation

Less: Provision 2.72 1.60 for Taxation

Profit/(Loss) 5.94 1.67

After Taxation

Balance brought (65.85) (67.52) forward from previous year

Balance carried (59.91) (65.85) to Balance Sheet

Performance:

During the year under review, the Company recorded a turnover of Rs. 359.77 Lacs as compared to Rs. 38.19 Lacs recorded during the previous year. The Company recorded a net profit after tax of Rs. 5.94 Lacs as compared to profit of Rs. 1.67 Lacs during the previous year.

Dividend:

The strength of your Company lies in identification, execution and successful implementation of the projects in the real estate space. To strengthen the long-term prospects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities. Your Board of Directors, considers this be in the strategic interest of the Company and believe that this will greatly enhance the long-term shareholders value. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2009-10.

Change in Share Capital:

To augment its long term resources and in order to enable the Company to raise the resources, Company has increased its authorized share capital from Rs. 8.50 Cr. to Rs. 16.00 Cr. by way of Postal Ballot on 13th April, 2010 and Company has issued 86,99,600 Warrants convertible into equity shares of Rs. 10/- each at a premium of Rs. 5/- per share on April 27, 2010, to the promoters and / or bodies corporate(s), individual(s) or others. Warrants will convert in Equity Shares before expiry of 18 months from the date of allotment of the warrants. After conversion paid up and subscribed capital of Company would be increase from Rs. 7.30 Cr. to Rs. 16.00 Cr.

Segment Performance:

At present Company is engaged in the business of real estate development and infrastructure activities and there is no separate reportable segment.

Listing:

As on date all the 73,00,400 Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2010-11.

Depository:

Equity shares of the company are traded in Dmate form as well as in physical form. For dematerialization of shares Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Fixed Deposits:

Your company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis and Corporate Governance Report:

As required by the Listing Agreement with the stock exchanges, a separate section containing Management Discussion and Analysis and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the companys auditors confirming the compliance with the requirements of Corporate Governance policies is set out in the annexure forming part of this annual report.

Cash Flow Statement:

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2010 is annexed hereto.

Directors:

Except for the Managing Director and Whole-time Director, the other Directors of the Company are liable to retire by rotation, One-third of the said Directors are liable to retire every year and if eligible, offer themselves for re-appointment. Accordingly Mr. P.D. Bairagi retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution relating to Director who is seeking re-appointment is included in the Notice of Annual General Meeting. The Board of Directors recommends the re- appointment of Mr. P.D. Bairagi.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

Auditors:

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditors Report:

Observations made in the Auditors Report are self- explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

Directors Responsibility Statement:

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed.

ii. That 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/loss of the Company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the annual accounts on going concern basis.

Particulars of Employees:

There is no employee whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

Information required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 do not apply to the Company.

Details of foreign exchange earning and outgo are as follows:

Foreign Exchange Earnings Nil

Foreign Exchange Outgo Nil

Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers and look forward to their continued support.

For and on Behalf of the Board of Directors

Sunil Jain Mukesh Jain Managing Director Whole Time Director

Place : Mumbai Date : 29.05.2010

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