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Directors Report of Tirupati Sarjan Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

The Directors have great pleasure in presenting the 21st Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2016.

FINANCIAL RESULTS:

[Rs, in Lacs]

Particulars

Financial Year 2015-16

Financial Year 2014-15

Turnover and Other Income

12332.50

16520.21

Financial Expenses

619.63

468.84

Depreciation

82.34

102.80

Profit before Tax

802.50

962.38

Provision for Taxation (Including deferred tax)

236.29

289.77

Net Profit after Tax & adjustments

566.21

672.60

Balance carried forward to Balance Sheet

3427.91

2914.94

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31st March 2016 is Rs. 12332.50 Lacs. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 566.21 Lacs.

The turnover of the Company has decreased due to heavy recession in the real estate market. However, there is a delay in execution of Government tender work for the factors beyond the control of management.

The management is making its hardcore efforts for increase in business. The management has taken effective steps to increase the profitability of the Company. Hence the turnover has decreased by 25.35% but the profitability has decreased by 16.61%.

DIVIDEND:

Your Directors are pleased to recommend for your approval a dividend of Rs. 0.55/- per equity share of Rs. 5/- each fully paid-up for the period ended 31st March, 2016. The dividend, if approved will be paid to the eligible members within the stipulated time amounting to Rs. 181.49 lacs. In addition, Rs. 37.49 lacs shall be paid as dividend distribution tax.

DEPOSIT :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INCREASING CAPITAL OF THE COMPANY:

Company has received in principal approval letter for issue of 9100000 convertible warrants from BSE on 30.03.2015. Board has passed resolution for conversion of 23,74,190 warrants into equity shares on 31.03.2015 in first tranche and paid up capital increased from Rs. 12,00,20,000 to Rs. 13,18,90,950.

Further, Board has passed resolution for conversion of 28,68,320 warrants into equity shares on 21.01.2016 in second tranche and paid up capital increased from Rs. 13,18,90,950 to Rs. 14,62,32,550.

Further, Board has passed resolution for conversion of remaining 37,51,515 warrants into equity shares on 31.05.2016 in third & last tranche and paid up capital will increase from Rs. 14,62,32,550 to 16,49,90,125.

DIRECTORS:

In accordance with Articles of Association of the Company Mr. Bhailal Babulal Shah & Mr. Ruchir Rushikeshbhai Patel Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Mr. Somabhai Jethabhai Prajapati, Mr. Natubhai Kashiram Patel, Mr. Hardikkumar Madhukant Patel, Mr. Nehalkumar Jitendrabhai Patel, Mr. Sohamkumar Babulal Patel And Mr. Sureshkumar Hiralal Patel have resigned as director of the company w.e.f. 17th August, 2015.

Mr. Rajeshbhai Jaswantlal Shah, who was appointed as an additional director of the company on 12th September, 2015 and whose term of office as an additional director is up to upcoming annual general meeting. Company has received notice from member of the company for him appointment as Director in the upcoming annual general meeting.

Mr. Chintan Jitubhai Patel, who was appointed as an additional director of the company on 31st October, 2015 and whose term of office as an additional director is upto upcoming annual general meeting. Company has received notice from member of the company for his appointment as Director in the upcoming annual general meeting. It is also proposed to appoint him as Whole-time director of the company, to hold the office up to 5 (FIVE) consecutive years for a term up to the conclusion of the 21st Annual General Meeting of the Company in the calendar year 2021.

Mr. Ajitbhai Devchandbhai Shah, who was appointed as an additional director of the company on 31st March, 2016 and whose term of office as an additional director is upto upcoming annual general meeting. Company has received notice from member of the company for him appointment as Director in the upcoming annual general meeting. It is also proposed to appoint him as Independent director of the company, to hold the office up to 5 (FIVE) consecutive years for a term up to the conclusion of the 21st Annual General Meeting of the Company in the calendar year 2021.

AUDITORS AND AUDITORS’ REPORT:

The tenure of M/s. Sweta Patel & Associates, the Statutory Auditors of the Company, appointed in 20th Annual General Meeting of the Company, will come to an end on the conclusion of 21st Annual General Meeting of the Company. Your Board has decided to recommend the re-appointment of M/s. Sweta Patel & Associates as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013.

M/s. Sweta Patel & Associates, Chartered Accountants, Ahmadabad present auditor of the company has shown their willingness to be re-appointed as Auditors of the company and have confirmed their re-appointment, if made would be within the limits prescribed under section 139 of the companies act, 2013.

SECRETARIAL AUDITOR:

In terms of section 204 of the Companies Act, 2013, the Board at its meeting held on 17th August, 2015 has appointed Mr. Maulik Anilkumar Bhavsar, Practicing Company Secretary, Ahmadabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company for the FY 2015-16. Company has received secretarial Audit report from him for FY 2015-16 and it is attached with directors'' report in Annexure III.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jatin Patel & Associates, Chartered Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

DETAILS OF SUBSIDIARY / ASSOCIATE COMPANIES

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There is one subsidiary company Tirupati Development (U) Ltd in Uganda within the meaning of section 2(87) of the companies Act, 2013.

During the year, neither new companies have become subsidiaries, JV or associate companies nor any companies has ceased.

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

Tirupati Development (U) Ltd a subsidiary of company has loss for the current financial year Rs. 18,68,00,021/- and for the previous financial year profit of Rs. 4,92,15,663/-.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 shall form part of the Board''s report in Annexure II.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under the review, 19 (Nineteen) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendations of the Audit Committee, as and when made to the Board, has been accepted by it.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no materially significant related party transaction entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2015-16 were in the ordinary course of business and on an arm''s length basis. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC- 2 does not form a part of this report. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

Explanation or comment on Qualifications, Reservations and Adverse Remark or Disclaimers made by the Auditors in their Report

In regard to auditors remark-“Provision for retirement benefits such as Gratuity and leave encashment for employees on cash basis “The board has to state that due to Company''s Policy of payment on cash basis, the company considering gratuity liability as and when incurred and is giving effect in the year in which it is paid, though next year onwards company is considered payment on accrual basis as per AS-15.Explanation given in notes to accounts which is self explanatory.

RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee 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.

COROPRATE SOCIAL RESPONSIBILITY:

Information on Corporate Social Responsibility (CSR) Policy and initiative taken by the Company during the financial year 2015-16, pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and forming part of the report. (Annexure-IV).

Our Company has formed, an NGO, namely Tirupati foundation in 2006 with office at Visnagar. The company has made expenditure through this NGO of Rs. 10,60,000 (Rupees Ten Lac Sixty Thousand only) towards ration & food kits to widows and distributed books & other study materials to their children. Our Committee has tried their best to justify and comply with section 135 but there is some lower expenditure towards it because the company has identified only 100 widows and anticipating for increase in scope during the next year. Company is increasing its scope in other areas also. Company is committed for such activities and will make its contribution to its society.

CORPORATE GOVERNANCE REPORT:

As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure-V.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act'') and Rules made there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

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

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Section 134(3)(m) of the companies Act, 2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

Your Company has taken necessary steps to conserve the energy and to protect the environment. Your company is continuously adapting to the new technology in the related fields of business and thereby striving to optimize customer satisfaction.

FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited by the subsidiary Company but not

realized in India.

Foreign Exchange Earnings during the year : Rs. 1,78,82,441 (C. Y.)

Rs. 94,62,030 (P. Y.)

Foreign Exchange Outgo during the year : Rs. Nil

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under applicable provisions of the Companies Act, 2013 and the companies (Management and Administration) Rules, 2014, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information obtained by them, your Directors state that -

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. at 31st March, 2016 and of the profit and loss of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis:

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

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

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.

Board has passed resolution for conversion of remaining 37,51,515 warrants into equity shares on 31.05.2016 in third & last tranche and paid up capital will increase from Rs. 14,62,32,550 to 16,49,90,125.

There is no other material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Declaration Of Independent Directors :-

The company has received declaration from the Independent directors that they meet the criteria of independence as per section 149 of the companies Act, 2013.

Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from its Holding or subsidiary

During the year, Managing directors or whole time directors of the company have not received any commission from the company or from its holding or subsidiary companies.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties. STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT 2013:

1.

Name of the Subsidiary Company

Tirupati Development (U) Ltd

2.

Financial year of the Subsidiary ended on

31st December, 2015

3.

Holding Company''s interest in the Subsidiary

1380 Equity Share of UGX 1 million each (69%)

4.

Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company''s A/c.

(a) For the Current financial year of the Subsidiary Company

NIL

(b) For the previous financial year of the Subsidiary Company

NIL

5.

Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company''s A/c.

(a) For the Current financial year of the Subsidiary Company

Rs. -12,88,92,014/-

(b) For the previous financial year of the Subsidiary Company

Rs. 3,39,58,808/-

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

BY ORDER OF THE BOARD

For, TIRUPATI SARJAN LIMITED

Place : Ahmadabad [Rajeshbhai Jaswantlal Shah]

Date : 22.06.2016 Chairman

DIN : 00133363


Mar 31, 2014

Dear Members,

TIRUPATISARJAN LIMITED

The Directors have great pleasure in presenting the 19th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS: [Rupees in Lacs]

Financial Year Financial Year Particulars 2013-14 2012-13

Turnover and Other Income 13016.48 9438.90

Financial Expenses 472.56 381.45

Depreciation 70.04 74.83

Profit before Tax 853.58 548.46

Provision for Taxation (Including 235.95 208.47 deferred tax)

Net Profit after Tax & adjustments 617.63 339.99

Balance carried forward to Balance Sheet 2218.08 1604.49

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31st March 2014 is Rs. 13016.48 Lacs as against Rs. 9438.90 Lacs of the previous year representing an increase of approximately about 37.90% over the corresponding period of the previous year. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 617.63 Lacs as against Rs. 339.99 Lacs of the previous year. So there is a increase of 81.66% in net profits aftertax with compare to F.Y. 2012-13

The increase in turnover is due to increase in government tender orders and also completion of the existing schemes during 2013-14.

DIVIDEND:

Your Directors have decided to invest the profits earned by the company in the business keeping in mind the recession in the industry, therefore have not recommended dividend this year.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58Aof the Companies Act, 1956.

DIRECTORS:

Shri BHAILAL BABULAL SHAH retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956, being eligible and offering them for appointment, re-appointed as Director of the company

Shri HARDIKKUMAR MADHUKANT PATEL, was appointed as a Director in casual vacancy caused by resignation of Shri BABULALISHVARLAL PATEL. Term of Shri BABULALISHVARLAL PATEL as director expires at this Annual General Meeting. So, term of Shri HARDIKKUMAR MADHUKANT PATEL is expires in this Annual General Meeting.

Shri NEHALKUMAR JITENDRABHAI PATEL, was appointed as a Director in casual vacancy caused by resignation of Shri JITENDRA BABULAL PATEL. Term of Shri JITENDRA BABULAL PATEL as director expires at this Annual General Meeting. So, term of Shri NEHALKUMAR JITENDRABHAI PATEL is also expires in thisAnnual General Meeting.

Shri HARDIKKUMAR MADHUKANT PATEL and Shri NEHALKUMAR JITENDRABHAI PATEL are directors whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956.

Shri HARDIKKUMAR MADHUKANT PATEL and Shri NEHALKUMAR JITENDRABHAI PATEL are being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors under Section 149 and all other applicable provisions of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement, to hold the office upto 2 (Two) consecutive years for a term up to the conclusion of the 21st Annual General Meeting of the Company in the calendar year 2016.

Shri JITENDRAKUMAR ISHVARLAL PATEL, Shri JASHWANTBHAI PATEL, Shri SOMABHAI JETHABHAI PRAJAPATI have been re-appointed as Managing Director of the company for period of 5 years w.e.f. 1st July, 2013 to 30th June, 2018.

Shri RUCHIR RUSHIKESHBHAI PATEL has been re-appointed for the period of 5 years w.e.f. 29th October, 2014 to 28th October, 2019.

ShriANKIT RAJESH SHAH has been appointed as Whole Time Director of the company for the period of 5 years w.e.f. 1st August, 2014 to 30th July, 2019.

Monthly remuneration of Shri JITENDRAKUMAR ISHVARLAL PATEL, Shri JASHWANTBHAI PATEL, Shri SOMABHAI JETHABHAI PRAJAPATI and Shri RUCHIR RUSHIKESHBHAI PATEL being increased to Rs. 2,00,000/- and Monthly remuneration ShriANKIT RAJESH SHAH increased to Rs. 1,00,000/-.

AUDITORS ANDAUDITORS'' REPORT:

M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad, present auditor of the company has shown their un-willingness to be continue as Statutory auditor of the Company and has provided resignation Letter to the company.

Therefore, M/s. Sweta Patel & Associates, Chartered Accountants, Ahmedabad, has been appointed as Statutory Auditors of the Company, in place of retiring Auditors of the company to hold office until the conclusion of nest Annual General Meeting.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013.

Secretarial Auditor:

In terms of section 204 of the Companies Act, 2013, the Board at its meeting held on 31st July, 2014 has appointed Shri Maulik Anilkumar Bhavsar, practicing Company Secretary, Ahmedabad as Secretarial Auditor of the company, for conducting Secretarial Audit of the company fortheFY2014-15.

In terms of section 203 of the Companies Act, 2013, the Board of directors of the company is in search of experienced and qualified Company Secretary having proper knowledge and well versed with ROC filing, Listing Agreement, SEBI regulations and other applicable provisions to the company.

Company has given advertisement in newspapers for appointment of whole time Company Secretary in the Company. Even though no suitable candidate is available.

Chief Financial Officer:

In terms of section 203 of the Companies Act, 2013, the Board at its meeting held on 31s1 July, 2014 has appointed Shri Bharat Amrutlal Patel, as Chief Financial Officer of the company for the period of 3 years, w.e.f. from 1st August, 2014 to 31st July, 2017.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company''s activity is performing well in economy. Company has obtained and started works for development of various new projects and Government Tenders on different sites during the financial year 2013-14. Growth of the Industry is providing the opportunity to overcome the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act 1956 read with Section 134(3)(m) of the companies Act, 2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy : Rs. Nil

b) Technology absorption, research & development : Rs. Nil

c) FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited Company but not realized in India. by the subsidiary



Foreign Exchange Earnings during : Rs. 75,54,658 $ 1,26,163(C.Y.) the year Rs. 65,68,331 $ 1,20,979 (P.Y.)

Foreign Exchange Outgo during the year : Rs. Nil

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with applicable provisions of the Companies Act, 2013 and the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, read with section 134(3)(d) of the Companies Act, 2013, the Directors of your Company confirm that:

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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

iv) The Directors have prepared the accounts on a "going concern basis".

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties. STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT 2013:

1. Name of the Subsidiary Company Tirupati Development (U) Ltd.

2. Financial year of the Subsidiary 31st December, 2013 ended on 3. Holding Company''s interest in 1380 Equity Share of the Subsidiary UGX1 million each (69%)

4. Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company''s A/c.

a.) For the Current financial rs 260,87,924 UGX 15,31,26,744 year of the Subsidiary Company

b.) For the previous financial year Rs. (62,38,538) UGX 4,97,32,978 of the Subsidiary Company

5. Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company''s A/c.

a.) For the Current financial year NIL of the Subsidiary Company

b.) For the previous financial year NIL of the Subsidiary Company

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

BY ORDER OF THE BOARD For, TIRUPATI SARJAN LIMITED

PLACE: VISNAGAR. [Bhailal Babulal Shah] DATE: 31.07.2014 CHAIRMAN


Mar 31, 2013

Dear Members,

TIRUPATI SARJAN LIMITED

The Directors have great pleasure in presenting the 18th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

FINANCIAL RESULTS:

[Rupees in Lacs] Particulars Financial Year Financial Year 2012-13 2011-12

Turnover and Other Income 9438.90 8851.16

Financial Expenses 381.45 229.02

Depreciation 74.83 53.40

Profit before Tax 548.46 648.60

Provision for Taxation (Including deferred tax) 208.47 213.53

Net Profit after Tax & adjustments 339.99 435.06

Balance carried forward to Balance Sheet 1604.49 1111.45

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31st March 2013 is Rs. 9438.90 Lacs as against Rs. 8851.16 Lacs of the previous year representing an increase of approximately about 6.64% over the corresponding period of the previous year. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 339.99 Lacs as against Rs. 435.06 Lacs of the previous year.

The increase in turnover is due to increase in government tender orders and also completion of the existing schemes during 2012-13. Though there is increase in turnover , there is a reduction in net profit due to increased competition and rise in prices of materials.

DIVIDEND:

Your Directors have decided to invest the profits earned by the company in the business keeping in mind the recession in the industry, therefore have not recommended dividend this year.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Somabhai J. Prajapati, Mr. Natubhai K. Patel and Mr. Sureshbhai H. Patel, Directors of the Company retire by rotation at the ensuing annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Ankit R. Shah was appointed as Additional Director on the Board of the Company w.e.f. June 13th, 2013. The Company has received notice under Section 257 of the Companies Act, 1956 from shareholders proposing the candidature of Mr. Ankit R. Shah as Executive Director of the Company, liable to retire by rotation along with the prescribed deposit of Rs. 500.

AUDITORS AND AUDITORS'' REPORT:

M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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

Other observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company''s activity is performing well in economy. Company has obtained and started works for development of various new projects and Government Tenders on different sites during the financial year 2012-13. Growth of the Industry is providing the opportunity to over come the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

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

Information 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy : Rs. Nil

b) Technology absorption, research & development : Rs. Nil

c) FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited by the subsidiary

Company but not realized in India. Foreign Exchange Earnings during the year : Rs. 65,67,331 $ 1,20,979 (C.Y.)

Rs. 51,77,938 $ 1,01,218 (P.Y.)

Foreign Exchange Outgo during the year : Rs. Nil

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

ii) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures;

iii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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

iv) The Directors have prepared the accounts on a "going concern basis".

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956:

1. Name of the Subsidiary Company Tirupati Development (U) Ltd

2. Financial year of the Subsidiary ended on 31st December, 2012

3. Holding Company''s interest in the Subsidiary 1380 Equity Share of

UGX 1 million each (69%)

4. Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company''s A/c.

a.) For the Current financial year of the Subsidiary Company Rs. (62,38,538)

UGX 4,97,32,978

b.) For the previous financial year of the Subsidiary Company Rs. 3,16,73,905

UGX 38,40,31,848

5. Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company''s A/c.

a.) For the Current financial year of the Subsidiary Company NIL

b.) For the previous financial year of the Subsidiary Company NIL

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

PLACE : VISNAGAR. BY ORDER OF THE BOARD

DATE : 13.06.2013 For, TIRUPATI SARJAN LIMITED

[JITENDRAKUMAR ISHVARLAL PATEL]

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

To The Members of TIRUPATI SARJAN LIMITED

The Directors have great pleasure in presenting the 17th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

FINANCIAL RESULTS: [Rupees in Lacs]

Particulars Financial Year Financial Year

2011-12 2010-11

Turnover and Other Income 8851.16 7690.70

Financial Expenses 229.02 111.64

Depreciation 53.40 35.38

Profit before Tax 648.60 610.18

Provision for Taxation (Including deferred tax) 213.53 205.44

Net Profit after Tax & adjustments 435.06 406.03

Balance carried forward to Balance Sheet 1111.45 830.32

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31st March 2012 is Rs. 8851.16 Lacs as against Rs. 7690.70 Lacs of the previous year representing an increase of approximately about 15.09% over the corresponding period of the previous year. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs. 435.06 Lacs as against Rs.406.03 Lacs of the previous year.

The increase in turnover is due to increase in government tender orders and also completion of the existing schemes during 2011-12.

The company has decided to grow in the coming year and for that purpose the targets have been set up and steps are being taken to complete the targets. The Company has increased its activities in infrastructure and government contract during the year and also ongoing Governments contracts are being implemented successfully. The Company hopes to maintain the same steady growth and the profitability during the coming year. It is the vision of the company to maximize the wealth of the share holders of the company in coming years.

With the growth of the Indian economy and the resulting increase in corporate and consumer incomes, as well as foreign investment, the company sees significant opportunities for growth in its primary businesses. The Company's mission is to build a world-class real estate development Company with the highest standards of professionalism, ethics and customer service and to thereby contribute to and benefits from the growth of the Indian economy.

DIVIDEND:

Your Directors have recommended a dividend @11 % on equity shares i.e. Re. 0.55 per share on the 24004000 equity shares of Rs.5/- each fully paid-up for the financial year ended March 31, 2012, subject to approval of the Members at the ensuing Annual General Meeting. Accordingly the dividend has increased from Rs. 120.02 Lacs for F.Y.2010-11 to Rs.132.02 lacs for F.Y.2011-12.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Chandrakant T. Patel, Mr. Jashwant K. Patel and Mr. Jitendra Ishwarlal Patel, Directors of the Company are retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Soham Babubhai Patel has been appointed as an Additional Director (Independent) of the Company w.e.f. 31.01.12 and holds office up to the ensuing AGM.The Company has received notice under Section 257 of the Companies Act, 1956, from shareholders proposing the candidature of Mr. Soham Babulal Patel as Non-Executive Independent Director of the Company, liable to retire by rotation along with the prescribed deposit of Rs.500.

AUDITORS AND AUDITORS' REPORT:

M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmadabad, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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

The Auditors of the Company have raised a qualification regarding default in repayment of loan in point 11 of Annexure to their audit report for the year ended 31st March 2012.

It is hereby clarified that the manager incharge was under an impression that the loan was supposed to be paid as and when demanded. So till 31st March 2012, the amount of Rs. 1.20 Lacs was unpaid. The same has been fully repaid immediately when it came to the notice of the management. Also please note that the above mentioned qualification has no impact on the profit or loss of the company.

Other observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company's activity is performing well in economy. Company has obtained and started works for development of various new projects and Government Tenders on different sites during the financial year 2011-12. Growth of the Industry is providing the opportunity to over come the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

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

Information 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy : Rs. Nil

b) Technology absorption, research & development : Rs. Nil

c) FOREIGN EXCHANGE EARNINGS AND OUTGO : Interest credited by the subsidiary Company but not realized in India. Foreign Exchange Earnings during the year : Rs. 51,77,938 $ 1,01,218 (C.Y.)

Rs. 40,46,697 $ 89,148 (PY.)

Foreign Exchange Outgo during the year : Rs. Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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

iv) The Directors have prepared the accounts on a "going concern basis".

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

ABRIDGED FINANCIAL STATEMENTS:

In terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Board of directors have decided to circulate the abridged annual report containing salient features of the balance sheet and profit and loss account to the shareholders for the financial year 2011-12. Full version of the annual report will be available on Company's website www.tirupatisarjan.com and will also be made available to investors upon request.

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956:

1. Name of the Subsidiary Company Tirupati Development (U) Ltd

2. Financial year of the Subsidiary ended on 31st December, 2011

3. Holding Company's interest in the Subsidiary 1380 Equity Share of UGX 1 million each (69%)

4. Net aggregate amount of the Profit / (Loss) of the Subsidiary not dealt within the Holding Company's A/c.

a) For the Current financial year of the Subsidiary Company Rs. 1,19,31,924

UGX 55,65,67,000

b) For the previous financial year of the Subsidiary Company Rs. (4,54,31,686.94)

UGX 343,756,221.15

5. Net aggregate amount of the Profit / (Loss) of the Subsidiary dealt within the Holding Company's A/c.

a) For the Current financial year of the Subsidiary Company NIL

b) For the previous financial year of the Subsidiary Company NIL

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

BY ORDER OF THE BOARD For, TIRUPATI SARJAN LIMITED PLACE : VISNAGAR [JITENDRA I. PATEL]

DATE : 17.08.2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2011

Dear Members, TIRUPATI SARJAN LIMITED

The Directors have great pleasure in presenting the 16th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2011.

FINANCIAL RESULTS:

[Rupees in Lacs]

Particulars Financial Financial Year Year 2010-11 2009-10

Turnover and Other Income 7690.70 3591.99

Financial Expenses 105.88 53.81

Depreciation 35.38 20.13

Profit before Tax 610.18 468.90

Provision for Taxation (Including deferred tax) 205.44 92.31

Net Profit after Tax & adjustments 406.03 375.46

Balance carried forward to Balance Sheet 1369.90 1104.50

OPERATIONS REVIEW:

Income from Operations and Other Income during the financial year ended 31st March 2011 is Rs.7690.70 Lacs as against Rs.3591.99 Lacs of the previous year representing an increase of approximately about 114.11% over the corresponding period of the previous year. Net Profit of the Company for the year under review after considering Depreciation and Provision for Tax and others is Rs.406.03 Lacs as against Rs.375.46 Lacs of the previous year. The net profit after tax has not increased as compared to the previous year figures because of the increased income tax liabilities on account of withdrawal of deduction under Income Tax Act.

The increase in turnover is due to increase in government tender orders and also completion of the existing schemes during 2010-11.

The company has decided to grow in the coming year and for that purpose the targets have been set up and steps are being taken to complete the targets. The Company has increased its activities in infrastructure and government contract during the year and also ongoing Governments contracts are being implemented successfully. The Company hopes to maintain the same steady growth and the profitability during the coming year. It is vision of the company to maximize the wealth of the share holders of the company in coming years.

With the growth of the Indian economy and the resulting increase in corporate and consumer incomes, as well as foreign investment, the company sees significant opportunities for growth in its primary businesses. The Company's mission is to build a world-class real estate development Company with the highest standards of professionalism, ethics and customer service and to thereby contribute to and benefits from the growth of the Indian economy.

DIVIDEND:

Your Directors have recommended a dividend @10% on equity shares i.e. 50 paise per share on the 24004000 equity shares of Rs.5/- each fully paid-up for the financial year ended March 31, 2011, subject to approval of the Members at the ensuing Annual General Meeting. Accordingly the dividend has increased from Rs. 71.43 Lacs for F.Y.2009-10 to Rs.120.02 lacs for F.Y.2010-11 .

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Babubhai Ishwarlal Patel and Mrs. Alka Rajesh Shah, Directors of the Company are retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Ruchirkumar Rushikesh Patel has been appointed as Whole-time Director of the Company w.e.f. 29.10.2010.

Mr. Rushikesh Ganeshbhai Patel has resigned as Managing Director from the Board w.e.f. 29.10.2010. The Board placed on record its deep sense of appreciation for the invaluable contribution made by him during their tenure as Managing Director of the Company.

AUDITORS AND AUDITORS' REPORT:

M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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

The observations made by the Auditors' in their Auditors Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Ta x Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Company's activity is performing well in economy. Company has obtained and started works for development of various new projects and Government Tenders on different sites during the financial year 2010-11. Growth of the Industry is providing the opportunity to over come the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

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

Information 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy Rs. Nil

b) Technology absorption, research & development Rs. Nil

c) FOREIGN EXCHANGE EARNINGS AND OUTGO Interest credited by the subsidiary company but not realized in India. Foreign Exchange

Earnings during the year Rs. 40,46,697 $ 89,148 P. Y. Rs. 1,83,38,451 $4,07,297

Foreign Exchange Outgo during the year Rs. Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

On and behalf of the Board For, Tirupati Sarjan Limited

[Jashwantbhai K. Patel] Managing Director

Place Ahmedabad Date 24.08.2011


Mar 31, 2010

The Directors have great pleasure in presenting the 15th Annual Report together with the Audited Statements of Accounts of your Company for the financial year ended on 31st March 2010.

FINANCIAL RESULTS:

[Rupees in Lacs]

Particulars Financial Year 09-10 Financial Year 08-09

Total Sales & Other Income 3591.99 3352.08

Financial Expenses 53.80 86.46

Depreciation 20.13 18.97

Profit before Tax 468.90 245.66

Provision for Income Tax 93.44 27.83

Net Profit after Tax 375.46 211.26

Balance carried forward to Balance 1155.34 821.32

Sheet

OPERATIONS REVIEW:

The turnover of the Company is increased by Rs.67.66 lacs as compared to previous year turnover, this mainly due to the successful completion of the Government contracts received during the previous year. Your company is poised to participate in any new contracts, which might come its way with all its know-how and years of experience. The company has also devised aggressive marketing drives to capture new markets and simultaneously added on competent human resources to adequately equip it self to tackle the increased work areas. The management is hopeful of achieving new heights of profitability and prosperity in the coming year also.

The Company has increased its activities in infrastructure and government tenders during the year. And also ongoing Governments contracts are being implemented successfully. The Company hopes to achieve 100 % growth in turnover and also increase in the profitability during the coming year also.

DIVIDEND:

Your Directors have proposed dividend 6 % on equity shares of the Company for the financial year- 2009-10, over and above the interim dividend of 6 % declared during the year.

ISSUE OF BONUS SHARES, SPLIT/SUB-DIVISION OF SHARES AND INCREASE IN AUTHORISED CAPITAL:

The Board of Director, at its meeting held on August, 5, 2010, has decided to issue fully paid up bonus share to the member of the company in ratio of one equity share for every one equity share held by members, by capitalizing on amount of Rs.6,00,10,000/- from the Reserve and surplus account of the Company.

The Board of Directors, at its Board meeting has also recommended split/ sub-division of the face value of equity shares of the Company from Rs.10/- each into 2 (Two) equity shares of the face value of Rs. 5/- each in order to improve the liquidity of the Equity Shares with higher floating stock in absolute numbers and to make the Equity Shares more affordable to the investors and this will facilitate the small investors to purchase the shares of the Company.

The issue of the bonus shares as well as split/ sub- division will be subject to the approval of the members at the forthcoming Annual General Meeting. If the bonus issue and split/ sub- division is approved be the Members, the bonus shares and split/ sub- division of share will be issued to the members, whose name appear in the Register of Members on the Record Date to be fixed by the Board of Directors in this regard.

To facilitate the issue of additional shares resulting from the bonus issue and split/ sub- division, your director propose an increase in the Authorized Share Capital of the Company from Rs. 7 Crores to Rs.15 Crores.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Bhailal B. Shah and Mr. Jitubhai B. Patel, Directors of the Company are retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Rushikesh G. Patel is appointed as Director of the Company w.e.f. 01.01.2010 by the Board, subject to approval of the members in the forthcoming AGM.

Smt. Minaben R. Patel has been resigned as Whole-time Director from the Board effective January 1, 2010

The Board placed on record its deep sense of appreciation for the invaluable contribution made by Smt. Minaben R. Patel during their tenure as Whole-time Director of the Company.

AUDITORS:

Auditors of the Company, M/s. Rajesh J. Shah & Associates, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Shareholders are requested to appoint them as auditors and fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors’ in their Auditors’ Report and the notes appearing in the accounts with regard to it are self-explanatory and do not requires further clarification by the Board.

ADDITIONAL DISCLOSURES:

In line with the requirements of the Listing Agreement with the Stock Exchanges and Accounting Standard of the Institute of Chartered Accountants of India, your Company has made additional disclosures in the notes on accounts for the year under review in respect of Related Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders’ value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

INSURANCE:

The Company has made necessary arrangements for adequate insuring of interests in various properties.

MANAGEMENT DISCUSSION AND ANALYSIS:

Industry structures relating to the Companys activity is performing well in economy. Company has obtained and started works for development of various new projects and Government Tenders on different sites during the financial year 2009-10. Growth of the Industry is providing the opportunity to over come the threat of increasing cost and competition for the Industry. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

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

Information 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 relating to the foregoing matters is given hereunder.

a) Conservation of energy : Rs. NIL

b) Technology absorption, research & development : Rs. NIL

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year : Rs. NIL

Foreign Exchange Outgo during the year : Rs. NIL

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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

iv) the Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors acknowledge their unmatched valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period.

Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.

BY ORDER OF THE BOARD

FOR, TIRUPATI SARJAN LIMITED

PLACE: VISNAGAR.

DATE: 05.08.2010

[CHANDRAKANT T. PATEL]

MANAGING DIRECTOR

Regd. Office:

5, M. K. Patel Market,

Kansa Char Rasta, Visnagar-384315,

Gujarat, India.

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