Directors Report of Venus Power Ventures (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Annual Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rupees in Lacs.)

Particulars Financial Year for Financial Year for 2013-2014 2012-2013

Income 3008.45 2618.59

Depreciation 30.75 29.31

Profit/Loss before Tax 67.22 65.01

Profit/Loss after Tax 45.19 44.92

BUSINESS REVIEW & FUTURE OUTLOOK :

During the year under review Company has recorded net profit of Rs.45.19 Lakhs as compared to Rs. 44.92 Lakhs during the previous year. In spite of slowdown in the industry, your director''s sensible decision in carrying out the viable projects resulted in profitability growth.

The country''s annual energy production still increasing more and more to fulfill the required necessity. Rapid economic growth has created a growing need for dependable and reliable supplies of electricity. There are many offers from the side of the Indian government too to interest to set a modest target on opening up Ultra Mega Power Projects (UMPP) for private investments and encouraging to tie-up with Public Private Partnership to increase the production level of power. Due to the fast-paced growth of India''s economy, the country''s energy demand has grown over the past 30 years. In these regard your Directors are making their best efforts to move parallel with the conditions.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy : The Company is monitoring the consumption of energy and is identifying measures for conservation of energy

(b) (i) Technology Absorption, : No technology either indigenous or adaptation and innovation Foreign is involved

(ii) Research and Development : No research and Development has been (R & D) carried out

(c) i) Foreign exchange earnings : NIL

ii) Foreign exchange out go : NIL

PARTICULARS OF EMPLOYEES :

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

DIRECTORS :

Mr. Vadlamudi SriKrishna, Mr. D Murali Krishna and Mr. K Srinivasa Rao are proposed to be appointed as Independent Directors.

AUDITORS :

M/s. P Murali & Co., Chartered Accountants appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

FIXED DEPOSITS :

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed 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) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and/or of the Profit or Loss of the company for that period;

iii) we have taken proper and sufficient care 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) We have prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO THE LISTING AGREEMENT :

Presently the company''s Equity Shares are listed at the Bombay Stock Exchange of India limited, Mumbai (BSE) and the company paid the Annual Listing Fee up-to 2014-2015

CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors'' Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL:

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board 0f Directors M/s. VENUS POWER VENTURES (INDIA) LIMITED

(M.SRINIVASRAO) (V.SRIKRISHNA) MANAGING DIRECTOR DIRECTOR

Place: Hyderabad Date: 30.08.2014

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of your Company together with the Audited Annual Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

(Rupees. In lacs)

31.03.2010 31.03.2009 Income from Operations 2495.68 665.78

Operating and Administrative Expenses. 2380.19 561.77

Profit before Financial Expenses & Depreciation 131.38 103.31

Interest/Financial Costs 1.03 0.34

Depreciation 40.77 22.44

Preliminary Expenses written off 0.56 0.70

Net Profit after

Financial Expenses & Depreciation 89.57 80.53

BUSINESS REVIEW & FUTURE OUTLOOK:

During the year under review Company has recorded a substantial growth in terms of profitability. In spite of slowdown in the industry, your directors sensible decision in carrying out the viable projects resulted in profitability growth and recorded net profit of Rs.89.57 Lakhs as compared to Rs.80.53 Lakhs during the previous year.

The global financial meltdown has had the impact on real estate and construction segment also. 2010 will be a year where we are expecting more active government intervention in fending off the crisis. While there is still a lot more that the government can and claims that it will do, the fact that the end user still needs confidence. There are many offers like, lower real estate rates, lower interest rates and better incentives to customers to purchase homes to make rebound to the industry. Your Directors are making their best efforts to move parallel with the conditions.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved

(ii) Research and Development (R & D): No research and Development has been carried out

(c) i) Foreign exchange earnings NIL

ii) Foreign exchange out go : NIL

PARTICULARS OF EMPLOYES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24, 00,000/- or more per annum or Rs. 2,00,000/- or more per month where employed for a part of the year.

DIRECTORS:

Shri D.Murali Krishna retires by rotation and being eligible offers himself for re- appointment. There were no changes in Directors during the period under review.

AUDITORS:

M/s P. Murali & Co Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re -appointment. The company has received letters from the Auditors to the effect that their appointment, if made, would be with in the prescribed limits under section 224 (1B) of *he Companies Act, 1956 and that they are not disqualified for such re appointment with in the meaning of section 226 of the said act.

The board of Directors of the Company has recommended their appointment for the year 2010-2011. The observations made by the Auditors in their report read with the Notes on Accounts are self explanatory and do not require any comments from Directors.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) That your 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 and of the Profit & Loss of the company for that period;

iii) That your Directors had taken proper and sufficient care 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) That your Directors have prepared the annual accounts on a going concern concept.

CHANGE IN THE NAME OF THE COMPANY:

The name of the Company has been changed from VENUS VENTURES LIMITED to VENUS POWER VENTURES (INDIA) LIMITED by virtue of a Special Resolution by postal ballot held on 29.01.2010 subsequently a fresh certificate of incorporation has been obtained from the Registrar of Companies, Andhra Pradesh regarding the change of name from VENUS VENTURES LIMITED to VENUS POWER VENTURES (INDIA) LIMITED.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year Company has changed its Registered office from 304,Siri Enclave, Srinagar Colony Hyderabad—500073. To8-269/W/3,Plot.No:2,"SAITEJA"2nd Floor, Street No.8, Sagar Society , Banjara Hills, Hyderabad—500034.

STATEMENT PURSUANT TO THE LISTING AGREEMENT:

Presently the companys Equity Shares are listed at the Bombay Stock Exchange of Jndia limited, Mumbai (BSE) and the company paid the Annual Listing Fee up-to 2010- 2011

CORPORATE GOVERNANCE:

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board Of Directors M/s. VENUS POWER VENTURES (INDIA) LIMITED

(M.SRINIVAS RAO) (V.SRIKRISHNA) MANAGING DIRECTOR DIRECTOR

PLACE : HYDERABAD DATE : 04-09-2010

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Mar 31, 2009

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company together with the Audited Annual Accounts for the year ended 31 st March, 2009.

1. FINANCIAL RESULTS

(Rupees. In lacs)

31.03.2009 31.03.2008

Income from Operations 665.78 1433.92

Operating and Administrative Expenses. 561.77 1369.04

Profit before Financial Expenses & Depreciation 103.31 64.88

Interest / Financial Costs 0.34 0.98

Depreciation 22.44 22.44

Preliminary Expenses written off 0.70 0.70

Net Profit after 80.53 40.75

Financial Expenses & Depreciation

BUSINESS REVIEW & FUTURE OUTLOOK:

During the year under review Company has recorded a substantial growth in terms of profitability. In spite of slowdown in the industry, your directors sensible decision in carrying out the viable projects resulted in profitability growth and recorded net profit of Rs.80.53 Lakhs as compared to Rs.40.75 Lakhs during the previous year. The decrease in the turnover was due to the downturn in the real estate industry in terms of capital investment by the end users.

The global financial meltdown has had the impact on real estate and construction segment also. 2009 will be a year where we are expecting more active government intervention in fending off the crisis. While there is still a lot more that the government can and claims that it will do, the fact that the end user still needs confidence. There are many offers like, lower real estate rates, lower interest rates and better incentives to customers to purchase homes to make rebound to the industry. Your Directors are making their best efforts to move parallel with the conditions.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy : The Company is monitoring the consumption of energy and is identifying measures for conservation of energy

(b). (i) TechnologyAbsorption, No technology either indigenous or adaptation and innovation Foreign is involved

(ii). Research and : No research and Development has been Development (R & D) carried out

(c) i) Foreign exchange earnings NIL

ii) Foreign exchange out go NIL

PARTICULARS OF EMPLOYES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24, 00,000/- or more per annum or Rs. 2,00,000/- or more per month where employed for a part of the year.

DIRECTORS:

Smt. M.Sree Lakshmi retires by rotation at the ensuing Annual General Meeting and beirig eligible offers herself for re-appointment. There were no changes in Directors during the period under review.

AUDITORS:

M/s P. Murali & Co Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re -appointment. The company has received letters from the Auditors to the effect that their appointment, if made, would be with in the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re appointment with in the meaning of section 226 of the said act.

The board of Directors of the Company has recommended their appointment for the year 2009-2010. The observations made by the Auditors in their report read with the Notes on Accounts are self are self explanatory and do not require any comments from Directors.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) that your 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 and of the Profit & Loss of the company for that period;

iii) that your Directors had taken proper and sufficient pare 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) That your Directors have prepared the annual accounts on a going concern concept.

STATEMENT PURSUANT TO THE LISTING AGREEMENT.

Presently the companys Equity Shares are listed at the Hyderabad Stock Exchange Limited (HSE) and The Bomabay Stock Exchange limited, Mumbai (BSE) and the company paid the Annual Listing Fee up-to 2009-2010



CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board Of Directors M/s. VENUS VENTURES LIMITED

(M.SRINIVAS RAO) (V.SRIKRISHNA) MANAGING DIRECTOR DIRECTOR

PLACE: HYDERABAD. DATE: 01-09-2009