Directors Report of Vaghani Techno-Build Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty First Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

( Amount in Rs)

Particulars 31-03-2015 31-03-2014

Total Income 7,20,002 1,14,00,321 Total Expenses 15,99,752 81,95,070

Profit (Loss) before Tax (8,79,750) 32,05,251

Provision for Tax (19,46,494) -

Profit (loss) after Tax (28,26,244) 32,05,251 Balance brought forward: Surplus in the Profit & Loss Account 1,52,13,294 1,20,08,043

Add : Profit/(loss) for the year (28,26,244) 32,05,251

Balance carried to Balance Sheet 1,23,87,050 1,52,13,294

2. PERFORMANCE & RESULTS:

During the year under review, the Company has incurred a Loss of Rs.28,26,244/- as against profit of Rs.32,05,251/- of the previous year. Your Directors are continuously looking for future growth of the Company in real estate industry.

3. OPERATIONS AND FUTURE PLANS:

The Company continues to be engaged in the activities pertaining to Transfer of Development Rights (TDR). Further steps will be taken to accelerate the same.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in nature of the business of the Company.

5. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

6. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

7. 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

8. DIRECTORS:

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Kantilal Savla (DIN: 00403389) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.

Miss. Grishma Savla appointed as an Additional Director on 12th August, 2014 was appointed as a Director of the Company in the Twentieth Annual General Meeting held on 30th September, 2014, whose period of office is liable to retire by rotation.

Mr. Bhavesh Parekh was appointed as an Additional Director in the Company pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 by the Board of Directors at their meeting held on 21st July, 2015.

In terms of section 149 of the Companies Act, 2013, Mr. Bhavesh Parekh being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold office for a term up to the conclusion of March 31, 2020.

In the opinion of the Board, Mr. Bhavesh Parekh fulfill the condition specified in the Companies Act, 2013 and rules made there under for their appointment as an Independent Directors of the Company and are Independent of the management.

The proposal regarding the appointment/re-appointment of the aforesaid Directors is placed for your approval.

Brief profiles of the Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting

Mr. Bharat Shah (Non – Executive, Independent Director) resigned from the post of Directorship on 31st March, 2015 pursuant to section 168 of the Companies Act, 2013 and other applicable provisions if any of the Act. The management places on record its appreciation for the valuable services rendered by him during his tenure.

Mr. Sabu Daniel (Non – Executive, Independent Director) resigned from the post of Directorship on 21st July, 2015 pursuant to section 168 of the Companies Act, 2013 and other applicable provisions if any of the Act. The management places on record its appreciation for the valuable services rendered by him during his tenure.

9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Annual performance evaluation of Board, its committees (namely, Audit, Nomination and Remuneration and Stakeholders Relationship Committees) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination and Remuneration Committee of the Company.

The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. Performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non-executive Directors of the Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of the Company and every Director.

10. REMUNERATION TO DIRECTORS:

The Company did not pay any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review.

11. REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company is available on the website of the Company: www.vaghanitechnobuild.com

12. DECLARATION BY AN INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

13. MEETINGS OF BOARD AND COMMITTEES:

Board of Directors:

The Board of Directors met 8 (Eight) times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The dates on which the Board of Directors met during the financial year under review are as under:

27th May, 2014; 12th August, 2014; 1st September 2014; 14th November, 2014, 6th December, 2014; 14th February, 2015; 27th March, 2015, 31st March, 2015.

Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms: (i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;.

(ii) 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 loss of the company for that period;.

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

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

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

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

15. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year

16. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

18. CASH FLOW STATEMENT:

In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts.

19. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:

The Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 134 (3) (m) of the Companies Act, 2013 are NIL.

21. CORPORATE GOVERNANCE:

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries "PRS Associates", Mumbai in respect of compliance thereof is enclosed herewith as Annexure I and forming part of this report.

22. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure II.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the requirement for furnishing of details of Corporate Social Responsibility is not applicable to the Company

24. RISK MANAGEMENT POLICY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

25. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Major scope, safeguards and procedure for disclosure for vigil mechanism is available on the website of the Company: www.vaghanitechnobuild.com

29. AUDITORS:

Statutory Auditor:

M/s M. L Bhuwania and Co. (MLB), Chartered Accountants, retiring auditors, is eligible for re- appointment and has expressed their willingness to accept office, if re-appointed. They have furnished a Certificate under section 141 of the Companies Act, 2013 for their eligibility for re-appointment and consent letter to act as a auditor

They have further confirmed that the said appointment, if made, would be within the prescribed limits under section 143(1)(g) of the Companies Act, 2013.Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PRS Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-III.

Internal Auditor:

Pursuant to the provisions of section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts Rules, 2014, the Company has appointed M/s P.M. Maisheri and Associates, Chartered Accountants, as an Internal Auditor of the Company for the Financial year 2014-15.

30. AUDITORS REPORT:

The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments.

31. KEY MANAGERIAL PERSONNEL:

Company Secretary

Ms. Archana Todi was appointed as a Key Managerial Personnel designated as Company Secretary of the Company in place of Mr. Amit Surase, pursuant to section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Chief Financial Officer

Ms. Grishma Savla was appointed as a Key Managerial Personnel designated as Chief Financial Officer of the Company by the Board of Directors pursuant to section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

The Company has not paid any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review. Therefore, the median has not been calculated.

33. SUBSIDIARIES:

The Company has no subsidiaries

34. AMOUNT TRANSFER TO RESERVES:

During the year under review, the question of transferring any amount to reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 does not arise as the Company has incurred a loss during the year.

35. ISSUE OF SHARES:

The Company has not issued any shares with differential rights, sweat Equity Shares, equity shares under Employees Stock Option Scheme and hence no information as per provisions of the companies Act, 20132 is required to be furnished. The Company did not make any Public Issues, Right Issues or Preferential Issues in the year under review.

36. SEXUAL HARRASMENT

During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. LISTING WITH STOCK EXCHANGES:

The Company has complied with the requirements of the BSE Ltd. / SEBI and any Statutory Authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities.

Shares of the Company are listed with BSE Limited. Scrip Code No. 531676.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's shares are listed.

38. ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thanks all the customers, financial institutions, creditors etc for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the Company and from the continued support and co-operation extended by them.

For and on behalf of the Board of Directors For Vaghani Techno-Build Limited

Sd/- Kantilal M Savla Chairman & Whole Time Director

Place: Mumbai

Date: 1st September, 2015

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Mar 31, 2014

Dear Members,

The Directors present their TWENTIETH ANNUAL REPORT together with the Audited Accounts along-with the report of the Auditors for the year ended 31st March, 2014

FINANCIAL RESULTS (in Lacs Rs.)

Particulars Year 2013-14 Year 2012-13

Income 114.00 289.34

Total Expenditure 81.95 691.26

Profit Before Tax 32.05 (401.92)

Provision for Tax - - Profit /(Loss) for the 32.05 (401.92) period (after tax)

DIVIDEND :

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2014.

REVIEW OF OPERATIONS :

During the year under review, the Company has earned a profit after tax of Rs. 32.05 Lacs as against loss of Rs. 401.92 Lacs of the previous year. Your Directors are continuously looking for future growth of the Company in real estate industry

BUSINESS AND FUTURE PLAN :

The Company is trading in Transfer of Development Rights (TDR). Further steps will be taken to accelerate the same.

FIXED DEPOSITS:

The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable for the year under audit

DIRECTORS :

Mr. Kantilal Savla, Director, retires by rotation and being eligible offers himself for reappointment.

Pursuant to the provision of the Companies Act, 2013 and revised clause 49 of the Listing Agreement (effective from October 1,2014) Mr.. Bharat Shah, Mr. Ramesh Meisheri and Mr. Sabu Daniel are proposed to be appointed as Independent Director to hold office upto 31st March, 2019.

Miss. Grishma Savla, appointed as an Additional director, will hold office till ensuing AGM and is eligible for re-appointment

The notice convening the AGM includes the proposal for appointment/ re-appointment of the aforesaid director are placed for your approval.

A brief resume of the Directors being re-appointed are attached to the Notice of the ensuing Annual General Meeting.

The Board of Directors recommends their appointment/ re-appointment AUDITORS :

M/s M. L Bhuwania and Co. (MLB), Chartered Accountants, retiring auditors, is eligible for re- appointment and has expressed their willingness to accept office, if re-appointed. They have furnished Certificate u/s 141 of the Companies Act, 2013 for their eligibility for re-appointment. They have further confirmed that the said appointment, if made, would be within the prescribed limits under section 143(1)(g) of the Companies Act, 2013.Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT :

Explanation to Auditors Report as required under Section 217(3) of Companies Act, 1956

In Point VII of Annexure to Auditors Report, it is mentioned that the Company does not have an internal audit System. Your director would like to clarify that the Company is taking all steps to achieve adequate internal audit system in the operation, optimum utilization of resources and effective monitoring thereof and compliance with laws applicable.

POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE :

The Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 217 (1) (e) of the Companies Act, 1956 are NIL. During the year the company has not earned or expended foreign exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board of Director of the Company confirms ::

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

2. That the Directors 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 ended 31.03.2014 and of the Profit & Loss of the Company for that year;

3. That they had 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.

4. That the Directors have prepared the annual accounts on ''going concern'' basis.

CORPORATE GOVERNANCE :

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries "PRS Associates", Mumbai in respect of compliance thereof are appended hereto and forming part of this report.

LISITNG :

Shares of the Company are listed with BSE Limited. Scrip Code No. 531676.

The Company has paid the annual listing fee to the above stock exchange for the financial year 2014-2015.

DEMATERIALIZATION OF SHARES :

To provide better and smooth services to the shareholders, the company''s equity shares are made available for dematerialization in electronic mode in the depository system operated by National Securities Depository Limited (NSDL) and with the Central Depository Services Limited (CDSL).

PARTICULARS OF EMPLOYEES :

There are no employee drawing in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, suppliers and business associates.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company.

For and on behalf of the Board of Directors For Vaghani Techno Build Limited

Sd/- Place: Mumbai Kantilal M Savla Date: 01st Sept 2014 Chairman & Wholetime Director

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Mar 31, 2013

Dear Members,

The Directors present their NINTEENTH ANNUAL REPORT together with the Audited Accounts along-with the report of the Auditors for the year ended 31st March, 2013

FINANCIAL RESULTS (in Lacs Rs.)

Particulars Year 2012-13 Year 2011-12

Income 289.34 320.34

Total Expenditure 691.26 334.43

Profit Before Tax (401.92) (14.10)

Provision for Tax - -

Profit/(Loss) for the period (401.92) (14.10) (after tax)

DIVIDEND The Board of Directors, in view of the loss incurred during the year, regrets their inability to recommend any dividend for the year ended 31st March , 2013.

REVIEW OF OPERATIONS

The total income of the Company for the year under review was Rs. 289.34Lacs as against Rs. 320.34 Lacs achieved during the previous year. Expenditure Incurred during the year is Rs. 691.26 Lacs and the Company''s earnings is Rs.(401.92) Lacs as against (14.10) Lacs in the previous year. EPS of the Company has decreased from Rs. (0.27) per share in the previous year to Rs. (7.70) per share in the current year

BUSINESS AND FUTURE PLAN

The Company is trading in Transfer of Development Rights (TDR). Further steps will be taken to accelerate the same.

DIRECTORS

Mr. Ramesh U. Meisheri retire by rotation and being eligible offers himself for reappointment.

Mr. Jayesh Raichand Nisar resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 15/05/2012.The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

Mr. Bavchandbhai J Vaghani resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 14/08/2012.The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company

Mr. Manoj Shivnarayan Sharma resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 11/12/2012.The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

Mr. Bharat L Shah appointed as an additional director of the Company w.e.f. 11/12/2012. to hold office up to conclusion of this ensuing Annual General Meeting and the approval of the members in the ensuing Annual General Meeting would be sought for his appointment

Mr. Kantilal M Savla is reappointed as Whole time Director for a further period of 3 years with effect from 31st January, 2013 without any remuneration and the approval of the members in the ensuing Annual General Meeting would be sought for his appointment

A brief resume of the Directors being re-appointed are attached to the Notice of the ensuing Annual General Meeting.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

AUDITORS

M/s M. L Bhuwania and Co., Chartered Accountants, retiring auditors, is eligible for re-appointment and has expressed their willingness to accept office, if re-appointed. They have furnished Certificate u/s 224 (IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting.

AUDITORS''REPORT

Explanation to opinions expressed under Independent Auditors Report and Report on other Legal and Regulatory Requirements as required under Section 217(3) of Companies Act, 1956

Under the heading Emphasis of matter the auditors have attempted to draw the attention towards Note No. 11 of the Financial Statement which states about advances of Rs. 65,00,000 which are outstanding since long but no provision for doubtful advances has been made in the accounts and mentioned that their opinion is not qualified in respect of this matter. Here your directors would like to clarify that management is hopeful of recovery

Under the heading Other matter the auditors have attempted to draw the attention towards the matter that company has not appointed full time Company Secretary as required by 383A of the Companies Act, 1956. Here your directors would like to clarify that company is in the process of appointing full time Company Secretary.

In Point VII of Annexure to Report on other Legal and Regulatory Requirements it is mentioned that the Company does not have an internal audit System. Your director would like to clarify that the Company is taking all steps to achieve adequate internal audit system in the operation, optimum utilization of resources and effective monitoring thereof and compliance with laws applicable.

POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 217 (1) (e) of the Companies Act, 1956 are NIL. During the year the company has not earned or expended foreign exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2. That the Directors 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 ended 31.03.2013 and of the Profit & Loss of the Company for that year;

3. That they had 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.

4. That the Directors have prepared the annual accounts on ''going concern'' basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries "PRS Associates", Mumbai in respect of compliance thereof are appended hereto and forming part of this report.

LISITNG

Shares of the Company are listed with BSE Limited. Scrip Code No. 531676.

The Company has paid the annual listing fee to the above stock exchange for the financial year 2012-13.

DEMATERIALIZATION OF SHARES

To provide better and smooth services to the shareholders, the company''s equity shares are made available for dematerialization in electronic mode in the depository system operated by National Securities Depository Limited (NSDL) and with the Central Depository Services Limited (CDSL).

PARTICULARS OF EMPLOYEES

There was no employee drawing in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, suppliers and business associates.

The Board of Directors also thanks the Investor Shareholders for their support, co-operation and faith in the Company and look forward for their continued support in future.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Kantilal M Savla

Date: 30th May, 2013 Chairman & Wholetime Director

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Mar 31, 2012

The Directors present their EIGHTEENTH ANNUAL REPORT together with the Audited Accounts along-with the report of the Auditors for the year ended 31st March, 2012

FINANCIAL RESULTS (in Lacs Rs.)

Particulars Year 2011-12 Year 2010-11

Income 320.34 2869.69

Total Expenditure 334.43 2679.70

Profit Before Tax (14.10) 414.75

Provision for Tax - 134.12

Profit/(Loss) for the period (14.10) 280.63 (after tax)

DIVIDEND

The Board of Directors, in view of the loss incurred during the year, regrets their inability to recommend any dividend for the year ended 31st March, 2012.

REVIEW OF OPERATIONS

The total income of the Company for the year under review was Rs. 320.34 Lacs as against Rs. 2869.69 Lacs achieved during the previous year. Expenditure Incurred during the year is Rs. 334.43 Lacs and the Company's earnings before tax is Rs. (14.10) Lacs as against 414.75 Lacs in the previous year. Further Company's earnings after tax is Rs. (14.10) Lacs as against Rs. 280.63 Lacs in the previous year. EPS of the Company has decreased from Rs. 5.38 per share in the previous year to Rs. (0.27) per share in the current year.

BUSINESS AND FUTURE PLAN

The Company is trading in Transfer of Development Rights (TDR). Further steps will be taken to accelerate the same.

DIRECTORS

Mr. Kantilal M Savla and Mr. Sabu P Daniel retire by rotation and being eligible offers themselves for reappointment.

Mr. Jayesh Raichand Nisar resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 15/05/2012. The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

Mr. Bavchandbhai J Vaghani resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 14/08/2012. The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

A brief resume of the Directors being re-appointed are attached to the Notice of the ensuing Annual General Meeting.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

AUDITORS

M/s M. L. Bhuwania and Company, Chartered Accountants, retiring auditors, is eligible for re-appointment and has expressed their willingness to accept office, if re-appointed. They have furnished Certificate u/s 214 (IB) of the Companies Act, 1956 for their eligibility for re-appointment. Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting.

AUDITORS' REPORT

Explanation to Auditors Report as required under Section 217(3) of Companies Act, 1956

In point no. 4(VI) the auditors have mentioned that company has not appointed full time Company Secretary as required by 383A of the Companies Act, 1956. Here your directors would like to clarify that company is in the process of appointing full time Company Secretary.

In point no. 4(VI) the auditors have mentioned that the company has old trade receivable amounting to Rs. 98,98,024 (previous Year Rs. 1,08,98,024/-) however no provision for doubtful debts is made. Here your directors would like to clarify that company is hopeful of recovery and accordingly no provision for doubtful debt is made.

In Point VII of Annexure to Auditors Report it is mentioned that the Company does not have an internal audit System. Your director would like to clarify that the Company is taking all steps to achieve adequate internal audit system in the operation, optimum utilization of resources and effective monitoring thereof and compliance with laws applicable.

POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and out go pursuant to Section 217 (1) (e) of the Companies Act, 1956 are NIL. During the year the company has not earned or expended foreign exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. That the Directors 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 ended 31.03.2012 and of the Profit & Loss of the Company for that year;

3. That they had 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.

4. That the Directors have prepared the annual accounts on 'going concern' basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries "PRS Associates", Mumbai in respect of compliance thereof are appended hereto and forming part of this report.

LISTING

Shares of the Company have been listed with Bombay Stock Exchange Limited. Scrip Code No. 531676. The Company has paid the annual listing fee to the above stock exchange for the financial year 2012-13. DEMATERIALIZATION OF SHARES To provide better and smooth services to the shareholders, the company's equity shares are made available for dematerialization in electronic mode in the depository system operated by National Securities Depository Limited (NSDL) and with the Central Depository Services Limited (CDSL).

PARTICULARS OF EMPLOYEES

There was no employee drawing in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, suppliers and business associates.

The Board of Directors also thanks the Investor Shareholders for their support, co-operation and faith in the Company and look forward for their continued support in future.

For and on behalf of the Board of Directors

Sd/-

Kantilal M Savla Chairman & Wholetime Director

Place: Mumbai Date: 28th August, 2012

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Mar 31, 2011

Dear Members,

The Directors present their SEVENTEETH ANNUAL REPORT together with the Audited Accounts along-with the report of the Auditors for the year ended 31st March, 2011.

FINANCIAL RESULTS (in Lacs Rs)

Particulars Year 2010-11 Year 2009-10

Income 3094.46 1003.56

Total Expenditure 2674.01 794.12

Profit Before Tax 420.45 212.73

Provision for Tax 139.82 59.72

Profit After Tax 280.63 153.02

DIVIDEND

The Board of Directors, in order to conserve the resources, regrets their inability to recommend any dividend for the year ended 31st March 2011.

REVIEW OF OPERATIONS

The total income of the Company for the year under review was Rs. 3094.46 Lacs as against Rs. 1003.56 Lacs achieved during the previous year. Company has earned a net profit of Rs. 280.63 Lacs as against Rs. 153.01 Lacs incurred during the corresponding previous year.

BUSINESS AND FUTURE PLAN

The Company is trading in Transfer of Development Rights (TDR) further steps will be taken to accelerate the same.

DIRECTORS

Mr. Bavchandbhai Vaghani and Mr. Manoj Sharma retire by rotation and being eligible offers themselves for reappointment.

Mr. Govind J Vaghani resigned from the directorship due to his pre-occupation and he ceased to be director of the Company w.e.f. 06/10/2010.The Board placed on record its appreciation for the valuable services and support rendered by him during his tenure on the Board of the Company.

A brief resume of the Directors being re-appointed are attached to the Notice of the ensuing Annual General Meeting.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

CHANGE IN REGISTERED OFFICE

Keeping in view company's business requirements and for sake of convenience the registered office of the Company was Changed from 126/127, Shiv Centre, sector -17, Plot No. 72, Vashi, Navi Mumbai – 400 703 to D-wing, Karma Sankalp, Corner of 6th and 7th Road of Rajawadi, Ghatkopar (east), Mumbai – 400 077 for which consent of member was sought through postal ballot, results of which was declared on 11th October, 2010.

AUDITORS

M/s M. L Bhuwania and company, Chartered Accountants, retiring auditors, are eligible for re- appointment and have expressed their willingness to accept office, if re-appointed. They have furnished Certificate u/s224 (IB) of the Companies Act, 1950 for their eligibility for re- appointment. Your directors recommend their appointment as the statutory auditors till the conclusion of the next Annual General Meeting.

AUDITORS' REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 are NIL. During the year the company has not earned or expended foreign exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. That the Directors 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 ended 31.03.2011 and of the Profit & Loss of the Company for that year ;

3. That they had 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.

4. That the Directors have prepared the annual accounts on 'going concern' basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries " PRS Associates", Mumbai in respect of compliance thereof are appended hereto and forming part of this report.

LISITNG

Shares of the Company have been listed with Bombay Stock Exchange Limited. Scrip Code No. 531676.

The Company has paid the annual listing fee to the above stock exchange for the financial year 2011-12.

DEMATERIALIZATION OF SHARES

To provide better and smooth services to the shareholders, the company's equity shares are made available for dematerialization in electronic mode in the depository system operated by National Securities Depository Limited (NSDL) and with the Central Depository Services Limited (CDSL).

PARTICULARS OF EMPLOYEES

There was no employee drawing in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

GROUP STRUCTURE:

Kantilal M Savla and Gala Group and Vaghani group being "groups" defined under the Monopolies and Restrictive Trade Practices Act, 1969; (MRTP Act) controls the Company. The names of companies and persons comprising the Kantilal M Savla and Gala Group and Vaghani Group have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, suppliers and business associates.

The Board of Directors also thanks the Investor Shareholders for their support, co-operation and faith in the Company and look forward for their continued support in future.

ANNEXURE TO THE DIRECTORS' REPORT

List of Companies / persons constituting Kantilal M Savla & Gala Group and Vaghani Group coming within the definition of the 'group' as defined under the Monopolies and Restrictive Trade Practices Act, 1969, and controlling the Company, include the following:

Sr. No. Name of Group Companies KANTILAL M SAVLA & GALA GROUP

1. Integrated Spaces Limited

2. Integrated Coreinfra Limited

3. Integrated Estate Management Private Limited

4. Integrated Renewable Energy Private Limited

5. Pranay Leasing and Finance Limited

6. Escube Ports Limited

7. Mr. Kantilal Savla

8. Mrs. Gunvanti Gala

9. Mr. Kartik Gala

VAGHANI GROUP

1. Satyam Concast Pvt. Limited

2. Mr. Govind. J. Vaghani

3. Mrs. Kirtiben Govind Vaghani

For and on behalf of the Board of directors

Sd/- Kantilal M Savla

Chairman

Place: Mumbai

Date: 30/05/2011

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Mar 31, 2010

The Directors present their SIXTEENTH ANNUAL REPORT together with the Audited Accounts along-with the report of the Auditors for the year ended 31st March, 2010.

FINANCIAL RESULTS (in Lacs Rs.)

Particulars Year 2009-10 Year 2008-09

Income 1003.56 4847.11

Total Expenditure 794.12 4684.53

Profit(+)/Loss(-) Before Tax 212.73 162.58

Provision for Tax 59.72 0.04

Profit(+)Loss (-) After Tax 153.01 162.54

DIVIDEND

The Board of Directors, in order to conserve the resources, regrets their inability to recommend any dividend for the year ended 31st March 2010.

REVIEW OF OPERATIONS

The total income of the Company for the year under review was Rs. 1003.56 Lacs as against Rs.4847.11 Lacs achieved during the previous year. Company has earned a net profit ofRs. 153.04 Lacs as against Rs. 162.54 Lacs incurred during the corresponding previous year.

BUSINESS AND FUTURE PLAN

The Company is trading in Transfer of Development Rights (TDR) further steps will be taken to accelerate the same.

DIRECTORS

Mr. Kantilal Manilal Savla and Mr. Ramesh Meishri retire by rotation and being eligible offers themselves for reappointment.

Late Ms. Pratiksha Gala was associated as Director with effect from 31st January, 2009 and ceased to be Director due to her untimely demise on 7th March, 2010. Her active participation and Contribution at the meetings of the Board and various Committees have been invaluable. Your Directors place on record invaluable contributions of Ms. Pratiksha Gala towards the progress of the Company.

The term of Appointment of Mr. Kantilal Manilal Savla as whole-Time Director expired on 31st January, 2010 and on 1st February, 2010 Mr. Kantilal Savla, was reappointed as Whole time Director

Mr. Jayesh Raichand Nisar was appointed as Director with effect from 30th September, 2010

Mr. Pravin Veera was associated as Additional Director with effect from 31st January,2009 and ceased to be director due to vacation under section 260 on 30/09/2009

A brief resume of the Directors being appointed/re-appointed are attached to the Notice of the ensuing Annual General Meeting.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

AUDITORS

M/s. Kapadia and Gajaria Associates, Chartered Accountants, Auditors retire at the conclusion of the ensuing Annual General Meeting of the Company and expressed their inability to continue as auditors till the conclusion of the next Annual General Meeting due to pre-occupation. Further, they have given their no objection for the appointment of M/s. M.L. Bhuwania and Company, Chartered Accountant in place of them. M/s. M.L. Bhuwania and Company, Chartered Accountant has given a letter that they are eligible if appointed as Statutory Auditor of the Company and have expressed their willingness to accept the office of Auditor and have furnished certificate under Section 224(1 B) of the Companies Act, 1956 for their eligibility for appointment. Your directors recommend for their appointment as the Statutory Auditors till the conclusion of the next Annual General Meeting.

AUDITORSREPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

POLLUTION AND ENERGY CONSERVATION AND FOREIGN EXCHANGE

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 are NIL. During the year the company has not earned or expended foreign exchange.

DIRECTORSRESPONSIBILITY STATEMENT

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

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

2. That the Directors 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 ended 31.03.2010 and of the Profit & Loss of the Company for that year;

3. That they had 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.

4. That the Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof

I are appended hereto and forming part of this report.

LISITNG

Shares of the Company have been listed with Bombay Stock Exchange Limited. Scrip Code No. 531676

The Company has paid the annual listing fee to the above stock exchange for the financial year 2010-11.

DEMATERIALIZATION OF SHARES

To provide better and smooth services to the shareholders, the companys equity shares are made available for dematerialization in electronic mode in the depository system operated by National Securities Depository Limited (NSDL) and with the Central Depository Services Limited (CDSL).

PARTICULARS OF EMPLOYEES

There was no employee drawing in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

GROUP STRUCTURE:

Kantilal M Savla and Gala Group and Vaghani group being "groups" defined under the Monopolies and Restrictive Trade Practices Act, 1969; (MRTP Act) controls the Company. The names of companies and persons comprising the Kantilal M Savla and Gala Group and Vaghani Group have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997.

APPRECIATION:

Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, suppliers and business associates.

The Board of Directors also thanks the Investor Shareholders for their support, co-operation and faith in the Company and look forward for their continued support in future.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Kantilal M Savla

Date: 06.10.2010 Chairman