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Directors Report of Vas Infrastructure Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twentieth Annual Report and the Statement of Audited Accounts of your Company for the 18 months ended 31st March, 2015.

FINANCIAL RESULTS

(Amount in Lacs) 18 months ended 18 months ended 31.3.2015 30.9.2013

Turnover 9345.83 7860.15

Profit/(Loss) Before Depreciation, Finance Charges & Taxation 2767.66 899.57

Profit/(Loss) before Depreciation & Taxation 206.38 91.12

Profit/(Loss) after Depreciation & Taxation 43.36 78.46

Surplus (Deficit) of Profit and Loss Account of earlier year 106.43 (27.96)

Balance carried over to Balance Sheet 43.36 78.46

DIVIDEND

Your Directors are pleased to recommend a Dividend at 0.70 paise per Equity Shares on the face value of Rs.10/- for the year ended 31st March, 2015.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to carry Rs. 43.36 Lacs to its reserves.

STATEMENT ON COMPANY''S AFFAIRS

There is growth in business and sale of flats have also improved during the year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There is no material changes since end of financial year till date of this Report.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no adverse comments or qualification in either Auditor Report or Secretarial Audit Report.

EXTRACTS OF THE ANNUAL RETURN IN MGT9

The annual return in MGT9 form is annexed herewith as Annexure ''B'' to this Report.

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

Information in accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below forming part of this report for the Eighteen (18) months ended 31st March, 2015. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

I. RESEARCH & DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out by the Company None

b) Benefits derived as a result of the above R&D None

c) Further plan of action None

d) Expenditure on Research & Development Nil

II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

a) Efforts in brief made towards Technology, Absorption, Adaptation and Innovation Nil

b) Benefit derived as a result of the above effort Nil

c) Particulars of Technology imported during the last 5 years Nil

III. FOREIGN EXCHANGE EARNINGS & OUTGO

a) Activities relating to exports and export plans Nil

DIRECTORS

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 and Rules made there under read with Schedule IV of the Companies Act, 2013 it is proposed to appoint Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman as Independent Directors of the Company for a fixed period of Five (5) years from April 1, 2015 and are not liable to retire by rotation.

Declaration by Independent Directors Mr. Babulal Bansilal Jain and Mr. Ganesan Venkatraman that they meet the criteria pursuant to provisions of Sec 149(c) of the Companies Act, 2013 and clause 49 of the listing agreement with BSE Ltd. are received by the Company.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link : www.vasinfrastructureltd.com.

As regards the appointment of Women Director under section 149 of the Companies Act, 2013, your company has already appointed Mrs. Kirti Kishore Padave as Women (Executive) Director as per the Board of Directors Meeting held on 14th August, 2012.

CHANGE IN COMPANY SECRETARY

In compliance of Section 203 of the Companies Act, 2013, read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, it is informed that Mr. Hariram K. Bijlani (FCS 3893) was appointed as Company Secretary and Compliance Officer with effect from May 6, 2015, in place of Mr. Vyankatesh H. Mulwad (FCS 2710) who resigned from the services of the company with effect from May 6, 2015.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size of the operations. It is supplemented by extensive internal audit, reviewed by Management and Audit Committee procedures. The internal audit covers all the activities of the company. Company is reviewing its internal control system on regular basis and they are upgraded based on internal audit recommendations. Your Company''s'' statutory Auditors have confirmed the adequacy of internal control systems.

DIRECTORS" RESPONSIBILITY STATEMENT

Statement under sub-section (3c) of Section 134 of the Companies Act, 2013:

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) the Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 134(3c) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration) Rules 2014, during the year under review.

SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Prakash K. Pandya, Practising Company Secretary, to conduct Secretarial Audit for the financial period. The Secretarial Audit Report for the financial period ended March 31, 2015 is annexed herewith marked asAnnexureAto this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

VAS INFRASTRUCTURE LTD. (VIL) firmly believes that good Corporate Governance results in regulation of the affairs of your Company in a most transparent, ethical and accountable manner. This is not only the need of the hour but also a means to satisfy the aspirations of all those concerned with the Corporate World.

Adherence to Corporate Governance ensures greater level of transparency and accountability, fairness in operations, full disclosure, integrity and compliance of laws. Your Company is committed to administer good Corporate Governance.

VAS INFRASTRUCTURE LTD. recognizes the value of adherence to Corporate Governance in its true sense which alone can ensure continuation of belief and the trust reposed by one and all in your company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)

The Report includes MD&A at appropriate places so that repetition and overlap between Directors Report and MD&A is avoided.

THE BUSINESS

Your Company is one of the leading redevelopment Real Estate Company especially in Borivali (West), Mumbai. The construction and redevelopment of projects at various locations are currently in progress. Your company has already initiated various steps for sustaining growth through cost optimization, process improvement and efficient management of working capital tools of innovation are employed for new projects/marketing initiative the purpose being constantly stay ahead in terms of ideas and performance.

CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis Report plus Responsibility Report and Code of Conduct is given separately forming Part of the Board of Directors Report.

MANAGERIAL REMMUNERATION

The remmuneration committee has recommended to the Board of Directors a policy relating to remmuneration for the Directors including KMP. Further, the Board affirm that remmuneration paid to Directors are as per policy of the Companies Act.

AUDIT FEES

1.1 TABLE OF DETAILS OF DIRECTORS, NO. OF BOARD MEETINGS, HELD, ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AS AT 31.3.2015 & AGM HELD FOR THE PREVIOUS PERIOD 25.3.2014

Sr. Name of Directors AGM held on No. of Meetings for Attendance Fees NO 25.3.2014 18 Months period

1 Dr. Jayesh Vinodrai Valia - Executive Chairman YES 6 6 NIL

2 Mr. Babulal Bansilal Jain - Independent Director YES 6 6 60,000

3 Mr. Ganesan Venkatraman - Independent Director YES 6 6 60,000

4. Mrs. Kirti Padave - Executive Director YES 6 6 NIL

1.2 Remuneration paid to Directors (18 months from 1.10.2013 to 31.3.2015)

a) Dr. Jayesh Vinodrai Valia (Executive Chairman) - Rs. 2.50 Lacs p.m. i.e. Rs. 45.00 Lacs (period of 18 months).

b) Mrs. Kirti Kishore Padave (Executive Director) - Rs. 12,09,900 (period of 18 months).

2 AUDIT COMMITTEE

TABLE OF DETAILS OF DIRECTORS, NO. OF AUDIT COMMITTEE MEETINGS HELD, FEES PAID AND ATTENDANCE AS AT 31.3.2015 & AGM HELD FOR THE PREVIOUS PERIOD 25.3.2014

Sr. Name of Directors No. of Meetings for 18 Attendance Fees No Months period 1 Mr. Ganesan Venkatraman - Chairman of the Committee / Independent Director 6 6 60,000

2 Mr. Babulal Bansilal Jain - Member / Independent Director 6 6 60,000

3 Mrs. Kirti Padave - Executive Director 6 6 NIL

2.1 Terms of Reference to Audit Committee in Brief

The Terms of the reference of the Audit Committee are those prescribed under clause 49 of the Listing Agreement including inter- alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems.

NOMINATION AND REMUNERATION COMMITTEE

Sr. Name of Directors No. of Meetings for 18 Attendance Fees No Months Period

1 Mr. Ganesan Venkatraman 2 2 NIL

2 Mr. Babulal Bansilal Jain 2 2 NIL

2.2 Remuneration Committee

It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent Directors. It determines the salary and perks payable to Board Level Members and recommends Board for its consideration.

3. VIGILANCE MECHANISM FOR EMPLOYEES

The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower Policy are as per the Listing Agreement. Any Employee who wants to report genuine concern is allowed to do it to the Chairman of Audit Committee. Mr. G. Venkatraman. The Policy on Vigilance Mechanism and Whistle Blower Policy may be accessed on the Company''s Website : www.vasinfrastructureltd.com

4. SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review, there was no complaint on sexual harassment of women / employees.

5.1 Shareholders/Investor Grievance Committee

Shareholders/Investor Grievance Committee consists of (1) Shri Babulal Bansilal Jain (2) Dr. Jayesh Vinodrai Valia (3) Mrs. Kirt Kishore Padave.

5.2 Broad terms of Reference to Shareholders/Investor Grievances Committee

To approve Share Transfers, to review and advise the Company on any grievance in relation to

(a) Non-transfer of shares

(b) Non-receipt of Annual Report

(c) Any other grievance raised by any shareholder.

7. Details of Annual General Meeting held in two previous years

DATE TIME VENUE OF AGM

Tuesday, March 25, 2014 12.00 noon The No.1 Party Hall, Building No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092,

Friday, 28th September, 10.00 a.m. The No.1 Party Hall, Building 2012 No.1, Sumer Nagar, S. V. Road, Kora Kendra Bus Stop, Borivali (West), Mumbai 400 092,

8. General Shareholders'' Information

1. Annual General Meeting.

Day, Date and Time : By Separate Communication

9. Financial Calendar (2013 - 2015)

Annual General Meeting for the Eighteen months ended 31st March, 2015.

Date : 30.6.2015 at 12.00 noon Information sent by separate communication.

10. Book Closure Date : 24.6.2015 to 30.6.2015 (both days inclusive)

11. Dividend Payment Date : Be paid on or after 5.7.2105.

11a. Registered Office : Plot No. 757/758, Jwala Estate, Ground Floor, Soni Wadi, Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092. Tel : 022 28992658 / 28997506 / 28983234 - Fax : 022 2899 7806 11b. CIN No. : L74999MH1994PLC076538

Email : vasinfrastructureltd@yahoo.com

Website : www.vasinfrastructureltd.com

Telephone : 022 28992658/28997506/28983234

Fax : 022 2899 7806

12. Listing on Stock Exchange Equity Shares Bombay Stock Exchange Ltd.,

Dalai Street, Mumbai 400 001.

13. Stock Market Information

i) Stock Code 531574

Bombay Stock Exchange Ltd.

14. Registrars & Transfer Agents M/s. Sharex Dynamic (India) Pvt. Ltd., Unit-1, Luthra Industrial Premises, Safeed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel: 022 28515606 / 28515644

Share Transfer System : Your Company''s Equity Shares are admitted with the Depository System of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)asan eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of your Company''s Equity Shares are available vide INE No.192 CO 10 13 at both the depositories. Your Company''s Equity Shares are under compulsory dematerialization.

15. Dematerialisation of Shares and Liquidity :

Approximately 94.95% of the Equity Shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of the Company is permitted only in dematerialized form compulsorily as per notification issued by the Securities and Exchange Board of India.

16. i) Materially significant related party transactions that may have potential conflict with the interests of company

The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors of the Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However Disclosure of Transactions with any related party have been made in the Balance-Sheet in Notes to Accounts at Note No. 27.

ii) Non-Compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd. or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

- None iii) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause

The Company has complied with mandatory requirements and None of the Independent Directors on our Board has served for a tenure exceeding nine years.

17. Means of Communication :

The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and put up on the website of Bombay Stock Exchange Ltd. as well as on Company''s website. The notices to the shareholders are published in Navshakti and Free Press Journal.

18. Practising Company Secretaries Certificate on Corporate Governance :

Your Company has obtained a certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd. This is annexed to the Annual Report. The Certificate will also be sent to Bombay Stock Exchange Ltd., alongwith the Annual Accounts to be filed by the Company.

19. DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct.

FOR AND ON BEHALF OF THE BOARD

PLACE : MUMBAI (DR. JAYESH V. VALIA) DATED : 12.5.2015 EXECUTIVE CHAIRMAN


Sep 30, 2013

The Directors have pleasure in presenting their Nineteenth Annual Report and the Statement of Audited Accounts of your Company for the 18 months ended on 30th September, 2013.

FINANCIAL RESULTS

(Amount in Lacs)

Eighteen months ended Year ended 30.9.2013 31.3.2012 Rs. Rs.

Turnover 7860.15 409.30

Profit/(Loss) Before Depreciation, Interest & Taxation 262.58 (232.78)

Profit/(Loss) before Depreciation & Taxation 94.06 (239.19)

Profit/(Loss) after Depreciation & Taxation 81.41 (247.76)

Surplus (Deficit) of Profit and Loss Account of earlier year (27.96) 82.32

Balance carried over to

Balance Sheet 109.38 (176.37)

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Mr. Babulal Bansilal Jain, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

During the year under review Mr. Ganesan Venkatraman, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr Ajay Nautamlal Jani resigned from the Board on February 1, 2014. The Board placed on record the valuable services rendered by him during his tenure on the Board.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with 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 is given in the Annexure ''B'' forming part of this report. Form ''A'' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend

M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd, the Management Discussion and Analysis and the Report on Corporate Governance together with Practising Company Secretaries Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co-operation and valuable support.

FOR AND ON BEHALF OF THE BOARD (DR. JAYESH VINODRAI VALIA)

EXECUTIVE CHAIRMAN

PLACE : MUMBAI

DATED : 03.02.2014


Mar 31, 2011

The Members,

The Directors have pleasure in presenting their Seventeenth Annual Report and the Statement of Audited Accounts of your Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Amount in Rupees)

Year ended Year ended

31/3/2011 31/3/2010

Rs. Rs.

Turnover 35,17,62,744 18,37,03,050

Profit/(Loss) Before

Depreciation, Interest & Taxation 1,35,39,112 4,47,99,953

Profit/(Loss) before Depreciation & Taxation 1,35,39,112 4,47,99,953

Profit/(Loss) after Depreciation & Taxation 82,32,939 4,15,44,784

Surplus (Deficit) of Profit and Loss Account of earlier year 4,15,70,747 (27,93,796)

Balance carried over to Balance Sheet 82,32,939 4,15,70,747

DIVIDEND

During the year under consideration, Company has made profit However the Company has not recommended Dividend during the year under consideration to plough back the profits to meet expansion of activities.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Mr. Ajay Nautamlal Jani, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

During the year under review Mr. Babulal Bansilal Jain, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Shashikant Krishna Kittur who held the Directorship of the Company has ceased to be the Director with effect from August 11,2010 due to his sad demise on that day. The Board places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Ruies 1975, during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and Wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

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

Information in accordance with 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 is given in the Annexure 'B' forming part of this report. Form 'A' requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA)

CHAIRMAN

PLACE : MUMBAI

DATED : 15.7.2011












Mar 31, 2010

The Directors have pleasure in presenting their Sixteenth Annual Report and the Statement of Audited Accounts of your Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Amount in Rupees) Year ended Year ended

31/3/2010 31/3/2009

Rs. Rs.

Turnover 18,37,03,050 -

Profit/(Loss) Before

Depreciation, Interest

& Taxation 4,47,99,953 (56,90,940)

Profit/(Loss) before

Depreciation & Taxation 4,47,99,953 (88,32,084)

Profit/(Loss) after

Depreciation & Taxation 4,15,44,784 (90,01,458)

Surplus (Deficit) of Profit and

Loss Account of earlier year (27,93,796) (2,57,48,995)

Balance carried over to

Balance Sheet 4,15,70,747 (27,93,796)

DIVIDEND

During the year under consideration Company has made profit after set-off accumulated of losses, however the Company has not recommended Dividend during the year under consideration.

FIXED DEPOSITS

The company has not invited or accepted any Fixed Deposits from the public during the year under review.

DIRECTORS

During the year under review Dr. Jayesh Vinodrai Valia, retires by rotation at the conclusion of this meeting and being eligible offers himself for re-election.

Mr. Ganesan Venkatraman joined the Board on August 25, 2010. He is an Additional Director and requires consent from the Members.

Mr. Shashikant Krishna Kittur who held the Directorship of the Company has ceased to be the Director with effect from August 11, 2010 due to his expiry. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of remuneration in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules 1975, during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts:

i) the applicable accounting standards have been followed and Wherever required, proper explanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

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

Information in accordance with 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 is given in the Annexure B forming part of this report. Form A requiring disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your company.

STOCK EXCHANGE

The Company is listed on the following Stock Exchange.

1. Bombay Stock Exchange Ltd.

Your Company is listed on Bombay Stock Exchange Ltd. and the Annual Listing fee has been paid.

AUDITORS

The Statutory Auditors M/s. Kakaria & Associates, Chartered Accountants, Vapi are eligible to be re-appointed. The Directors recommend M/s. Kakaria & Associates, Chartered Accountants,Vapi, to be re-appointed as Statutory Auditors.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Ltd, the Management Discussion and Analysis and the Report on Corporate Governance together with Auditors Certificate form a part of the Annual Report.

The Auditors have qualified their report in respect of non- compliance of certain Corporate Governance norms referred to in the coverage on Corporate Governance Report forming part of the Annual Report. The said Corporate Governance Report on non-Compliance with Clause 49 of the Listing Agreement is self-explanatory and do not require further elucidation.

Your Company could not comply with the statutory requirements of formation of various Committees due to inadequacy of strength of Directors.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the dedicated and devoted services rendered by the employees of the Group of Companies at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of services of your Company for their co- operation and valuable support.

FOR AND ON BEHALF OF THE BOARD

(DR. JAYESH V. VALIA) CHAIRMAN

PLACE : MUMBAI

DATED : 25.8.2010

 
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