Directors Report of Vertical Industries Ltd.

Mar 31, 2014

The Members,

The Directors herewith present the TWENTY FOURTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March 2014 is summarized below. (Ru pees In Lakhs)

PARTICULARS 2013-14 2012-13

Gross Revenue 0.00 0.00

Other Income 0.60 1.12

Total Expenditure 2.09 16.9

Profit/Loss before Financial Charges,Depreciation and -1.49 -15.78 Taxation

Less : Financial Charges 0.00 0.00

Depreciation 0.00 0.00

Profit/(Loss) before Tax (PBT ) -1.49 -15.78

Less : (Income Tax) 0.00 0.00

Add: Provision for Fringe 0.00 0.00 Benefit Tax

Add: Provision for Deferred Tax Liability / (Asset) 0.00 0.00

Profit/(Loss) after Tax -1.49 -15.78

OPERATIONS:

During the year, the Company has not undertaken any major commercial operations. Profit/(loss) after tax stood at Rs. (1.49) Lacs. The loss is on account of statutory and other expenses.

FUTURE OUTLOOK:

The management is exploring possibilities to re-structure the company in the larger interest of all the stake holders.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2013-2014, in view of the accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits and as such no principal or interest was outstanding as on the date of Balance Sheet

DIRECTORS:

In accordance with the Provisions of Section 152 of the Companies Act, 2013 Smt S.N.Lakshmi, retire at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Sri Y Mallikharjuna Rao, Sri A.Satyanarayana and Sri P.V.V. Subramanyam, as Independent Directors at various times, in compliance with the requirements of the said clause.

As per the provisions of Section 149(4) which has come into force with effect from 1st April, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement which would be effective from October 1,2014 inter alia stipulates the conditions for the appointment of Independent Directors by a listed company.

The Nomination & Remuneration Committee has recommended the appointments of these Directors as Independent Directors to hold office for five consecutive years for a term with effect from the conclusion of this 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting.

The above Independent Directors have given a declaration to the Board that they meet the criteria of independence as provided under Section 149 (6) of the Act. In the opinion of the Board, the above Independent Directors fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and they are independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of the above Directors as Independent Directors is being placed before the Members in General Meeting for their approval.

Their profile and the experience in specific functional areas and other directorships held by them as stipulated in clause 49 of the listing agreement is provided in the Additional Information Section forming part of Notice and Corporate Governance Report forming part of the Annual Report.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, and based on the recommendation of Audit Committee, the Board has at its meeting held on 03.12.2014 recommended the re-appointment of M/s. P S Nagaraju & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting for a period of 5 years in accordance with the act subject to the ratification of shareholders at every Annual General Meeting.

M/s. P S Nagaraju & Co have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 of the Companies Act, 2013.Accordingly, the appointment of M/s P S Nagaraju & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution

The Board recommends their appointment as the Statutory Auditors of the Company.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5, 00,000/- per month, if employed for the part of year or Rs.60, 00,000/- per annum during the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 and of the profit and loss of the company for that period:

(iii) that the directors have 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) that the directors have prepared the annual accounts on a going concern basis

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure - A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company is into the business of processing Granite Slabs and Tiles. The products have a very restrictive export market, which is confined to some countries only, coupled with that the demand for granites is heading south globally. The competition in the International market has also increased to an alarming proportion.

The business of the Company requires huge working capital, which is also no more available from the bankers.

All these problems have struck down any chances of revival of the Company. However, the management of the Company is exploring the various possibilities of restructuring / reviving the Company in the best interest of the shareholders.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor Certificate on its compliance.

LISTING:

Your Company''s shares are presently listed on the Bombay Stock Exchange Limited and it has paid the listing fees for the FY 2014 -15.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the stakeholders for their continued support.

BY THE ORDER OF THE BOARD Sd/- P. JANARDHAN REDDY CHAIRMAN

Date: 03.12.2014 Place: Hyderabad

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Mar 31, 2010

The Members

La MANSION GRANITES LIMITED

The Directors herewith present the TWENTIETH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31ST March, 2010.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March 2010 is summarized below.

(Rupees In Lakhs)

Current Year Previous Year PARTICULARS 31.03.2010 31.03.2009

Gross Revenue 0.00 4.38

Total Expenditure 0.05 124.42

Profit/Loss before Financial Charges, Depreciation and Taxation -0.05 -179.97

Less : Financial Charges 0.00 0.00

Depreciation 0.00 59.93

Profit/(Loss) before Tax (PBT) -0.05 -120.04

Less : (Income Tax) 0.00 0.00

Add: Provision for Fringe Benefit Tax 0.00 0.00

Add: Provision for Deferred Tax 0.00 0.00 Liability / ( Asset)

Profit/(Loss) after Tax -0.05 -120.04

Add : Balance brought forward from -770.33 -650.29 previous year

Balance carried to Balance Sheet -770.38 -770.33

PERFORMANCE

As informed earlier IFCI has seized the factory premises pursuant to recovery notice and subsequently sold the assets of the Company along with statutory liabilities through auction in month of July, 2009.

There were no operations during the year under review .However, the company has became debt free.

FUTURE OUTLOOK:

The management is exploring possibilities to re-structure the company in the larger interest of all the stake holders.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2009-2010, in view of the accumulated losses.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

During the year, Sri Y Mallikharjuna Rao and Sri P.V.V. Subramanyam were appointed as Additional Directors on 29.10.2009.

As per the provisions of Section 260 of the Companies Act, 1956 the term of office of Sri Y Mallikharjuna Rao and Sri P.V.V. Subramanyam is due to expire at the conclusion of this Annual General Meeting. The Company has received notice in writing, proposing their appointment as Directors of the Company. The relevant resolution proposing their appointment as Director is included in the Notice of the Annual General Meeting for your approval.

Further Sri A Satyanrayana director retires at the ensuing Annual General Meeting and being eligible, offer himselves for reappointment.

AUDITORS:

M/s. Saya Reddy & Associates Chartered Accountants, Hyderabad, the Statutory Auditors of the company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

The Board recommends their appointment as the Statutory Auditor of the Company.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2009-10 .

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) 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 and of the profit and loss of the company for that period:

(iii) that the directors have 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) that the directors have prepared the annual accounts on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company is into the business of processing Granite Slabs and Tiles. The products have a very restrictive export market, which is confined to some countries only, coupled with that the demand for granites is heading south globally. The competition in the International market has also increased to an alarming proportion.

Further because of the sudden demise of the Joint Managing Director and Executive Director, the operation of the Company have come to grinding halt.

The business of the Company require huge working capital, which is also no more available from the bankers.

All these problems have struck down any chances of revival of the Company. However, the management of the Company is exploring the various possibilities of restructuring / reviving the Company in the best interest of the shareholders.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

LISTING:

Your Company's shares are presently listed on the Bombay Stock Exchange Limited.

ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record its appreciation towards all the employees & the managerial personnel of the company for their contribution, efforts and support rendered by them during the lean phase of the company. The Directors would also like to record their sincere thanks to the Company's bankers, Central and State Government officials and the shareholders for their continued support and co-operation.

For and on behalf of the Board of Directors

La MANSION GRANITES LIMITED

Sd/-

P. Janardhan Reddy

CHAIRMAN & MANAGING DIRECTOR

Date : 09.08.2010 Place : Hyderabad