Directors Report of Yogi Infra Projects Ltd.

Mar 31, 2015

Dear Members

The Directors are pleased to present the Twenty Second Annual Report of the Company on the business and operations along with the Audited Financial Statements for the year ended March 31, 2015

1. Financial Results (In Rs.)

Particulars For the Financial For the Financial Year Ended March Year Ended March 31, 2015 31, 2014

Profit/(Loss) before Tax 5,982,514 5,640,045

Less: (Provision for Tax) (1,931,141) (1,521,614)

Add: Deferred Tax 4,105 -

Profit/(Loss) after Tax 4,055,478 4,118,431

Add: Profit/(Loss) B/F from previous (27,863,451) (31,981,882) year

Profit/(Loss) carried to Balance (2,3807,973) (27,863,451) Sheet

2. Financial Performance:

The revenue of the Company for the year ended March 31, 2015 was Rs. 9,404,881 (Rupees Ninety Four Lakhs Four Thousand Eight Hundred and Eighty One) as against revenue for the previous year at Rs. 9,317,818 (Rupees Ninety Three Lakhs, Seventeen Thousand Eight Hundred and Eighteen). Profit before Tax (PBT) for the year ended March 31, 2015 was Rs. 4,055,478 (Rupees Forty Lakhs Fifty Five Thousand Four Hundred and Seventy Eight) as against PBT for previous year at Rs. 4,118,431.

3. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2015.

4. Review of Operations:

During the year, the Company did not carry out any operations related to infrastructure activities. However, the Company continues to earn profits from its Non-operational activities.

The Management is in the process of devising a futuristic and strategic roadmap for the Company. The Company is also keeping all operating expenses under tight control.

5. Change in the nature of business:

The Company is in the business of all kinds of infrastructure establishers/developers, real estate advisers/consultants/brokers, real estate agents builders promoters, developers of apartments, commercial buildings, factory buildings, hotels, malls, office buildings, residential flats and other civil structures and/or dealers in real estates such as land, building, factory sheds, apartment, flats, hotels, cinema theatres, shopping complex, commercial premises, industrial sites, industrial sheds, guest houses, lodging houses, hotels, cottages, tourist bungalows, commercial premises, all other types of civil structures and places of entertainment, recreation and pleasure and other immovable properties of all kinds and description and/or any interest therein and to acquire by purchase, lease or otherwise lands, sites, buildings or any other civil structure and to build shops, buildings, godowns, hotels, restaurants, cinema theatres, touring talkies and other structures and/or to lease, sell, mortgage, hypothecate or otherwise dispose of or deal in any other way in such lands, sites, buildings and other structures.

Further during the year under review, there has been no change in the nature of business of the Company.

6. Share Capital:

a. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

The Company has not issued any bonus shares during the year under review.

d. Employee Stock Option:

The Company has not provided any Stock Options to the employees during the year under review.

As on March 31, 2015, the issued, subscribed and paid-up share capital of your Company was Rs. 168,458,000 comprising of 16,845,800 equity shares of Rs. 10 each.

7. Material changes and commitments, if any, affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

9. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company has the following Associate Company during the year under review:

Sr. Name and CIN/GLN Holding/ % of Applicable No Address of Subsidiary/ Shares Section the Company Associate Held

1 Moongipa U45201WB1998PTC Associate 49% 2(87) Realty 154622 Company Private Limited

Address: 23A, Netaji Subhas Road, 8th Floor, Room No. 22, Kolkata -700001

During the year under review, there have been no additions to the list of subsidiaries associates or joint ventures of the Company.

10. Board of Directors

(a) Changes in the composition of the Board during the year under review:

The following changes took place in the composition of the Board of Directors during the year under review

(i) Ms. Shilpa Upadhyay was appointed as an Independent Director on the Board of Directors of the Company for a consecutive period of Five (5) years at the Extra Ordinary General Meeting of the Members of the Company held on December 3, 2014 in accordance with the provisions of Section 149 of the Companies Act, 2013.

(ii) Mr. Prathamesh Ketkar was appointed as an Independent Director on the Board of Directors of the Company for a consecutive period of Five (5) years at the Extra Ordinary General Meeting of the Members of the Company held on December 3, 2014 in accordance with the provisions of Section 149 of the Companies Act, 2013.

(iii) Mr. Rajesh Agarwal resigned as the Managing Director of the Company with effect from December 3, 2014.

(iv) Mr. Yogesh Dave resigned as the Independent Director of the Company with effect from December 3, 2014.

(v) Mr. Chandrahas Shetty resigned as the Independent Director of the Company with effect from December 3, 2014.

(vi) In terms of the provisions of Section 152 of the Companies Act, 2013 and the provisions of the Articles of Association of the Company, Mr. Basudeo Agarwal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(b) Declaration by the Independent Directors:

The Company has received the necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

(c) Number of Meetings of the Board:

The Board of Directors duly met 6 (Six) times on April 1, 2014, May 30, 2014, August 14, 2014, November 14, 2014, December 3, 2014 and February 13, 2015 during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(d) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment, remuneration and other related matters under Section 178(3) of the Companies Act, 2013.

Appointment and evaluation of the Independent Directors is governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 30, 2015 have carried out annual performance evaluation of the non- Independent Directors individually as well as of the Chairman.

(e) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The Audit Committee comprises of the following members:

Sr. Name of the Members Designation No.

1 Ms. Shilpa Upadhyay Chairperson

2 Mr. Sanjay Agarwal Member

3 Mr. Prathamesh Ketkar Member

Further the terms of reference of the Committee as adopted by the Board in accordance with Section 177(4) of the Companies Act, 2013 is as follows:

- The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- Review and monitor the auditor's independence and performance, and effectiveness of audit process;

- Examination of the Financial Statements and the Auditors' Report thereon;

- Approval or any subsequent modification of transactions of the Company with related parties;

- Scrutiny of inter-corporate loans and investments;

- Valuation of undertakings or assets of the Company, wherever necessary;

- Evaluation of internal financial controls and risk management systems;

- Monitoring the end use of funds raised through public offers and related matters.

Further all the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors.

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following members:

Sr. Name of the Members Designation No.

1 Mr. Prathamesh Ketkar Chairman

2 Mr. Basudeo Agarwal Member

3 Ms. Shilpa Upadhyay Member

(iii) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of the following members:

Sr. Name of the Members Designation No.

1 Mr.Basudeo Agarwal Chairman

2 Mr. Sanjay Agarwal Member

3 Mr. Prathamesh Ketkar Member

(f) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairman of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.

(g) Directors' Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(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 profit and 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; and

(v) 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.

11. Key Managerial Personnel:

During the year under review, the following changes took place in the key managerial Personnel:

Mr. Rajesh Agarwal was appointed as the Chief Financial Officer of the Company pursuant to Section 203 of the Companies Act, 2013 read with applicable rules made thereof (including any amendments, if any) with effect from December 3, 2014.

12. Auditors:

(a) Appointment of Statutory Auditors:

M/s G L Singhal & Co, Chartered Accountants, Kolkata bearing Firm Registration Number 313078E have been appointed as Statutory Auditors of the Company for period of three years ending March 31, 2017, subject to ratification at every Annual General meeting of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting.

Further the Company has also received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Accordingly, the appointment of M/s G L Singhal & Co, Chartered accountants, as statutory auditors, is placed for ratification by the shareholders at the ensuing Annual General Meeting.

(b) Auditors' Report:

The Auditors' Report on the Financial Statements of the Company for the financial year ended March 31, 2015 has the following qualification: Section 186 of the Companies Act, 2013:

The Company has granted unsecured loans to various parties, in excess of the limits prescribed under Section 186 of the Act without obtaining the prior approval of the shareholders by way of a Special Resolution.

Board's Reply:

The Board has obtained the requisite approval of the Members through Postal Ballot for increasing the investment limits to ' 25,00,00,000 under Section 186 of the Companies Act, 2013 on August 14, 2015.

13. Secretarial Audit

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 Board of Directors appointed Ms. Jyoti N Kholia, Company Secretary in whole time practice, as the Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2014 - 15.

The Secretarial Audit Report for the financial year 2014-15 forms part of the Directors Report as 'Annexure A'

The following observations are made in the Secretarial Audit Report during the year under review:

(a) Section 186 of the Companies Act:

The Board of Directors have made investments higher than the limits specified under Section 186 of the Companies Act 2013. However the requisite approval of Members through postal ballot of the Company was obtained after the reporting period;

Board's Reply:

The Board has obtained the requisite approval of the Members through Postal Ballot for increasing the investment limits to ' 25,00,00,000 under Section 186 of the Companies Act, 2013 on August 14, 2015.

(b) Section 203 of the Companies Act, 2013:

The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to appointment of Company Secretary. Also, the appointment of the Chief Financial Officer was not within the prescribed time limits;

Board's Reply:

The Company is in the process of recruiting a Company Secretary in order to comply with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(c) Clause 41 of the Listing Agreement:

The Company has not published its financial results as required to be made under Clause 41 of the Listing Agreement.

Board's Reply:

The Company would henceforth publish the financial results as required under Clause 41 of the Listing Agreement.

(d) Clause 54 of the Listing Agreement:

The Company has not maintained functional website as required to be maintained as per clause 54 of the Listing Agreement.

Board's Reply:

The Company is already in the process of creating a functional website in compliance with Clause 54 of the Listing Agreement.

14. Deposits:

The Company has not accepted any deposits during the year under review.

15. Particulars of Loans, Guarantees or Investments:

The Company has not taken any loan or provided any guarantee under the provisions of Section 186 of the Companies Act, 2013 for the year under review. Further the Company has made investments under Section 186 of the Companies Act, 2013, details of which is provided in Note No. 10 of the Financial Statements which forms part of the Annual Report.

16. Extract of Annual Return:

The extract of Annual Return in the prescribed format as required under Section 134(3)(a) of the Companies Act, 2013 is annexed as 'Annexure B' to the Board Report.

17. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of 'ordinary course of business' and 'Arm's Length Price'

The details of the transactions entered into with the related parties during the year under review are set out in Form AOC 2 annexed as 'Annexure C'.

18. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems commensurate with the size, scale and complexity of its operations.

19. Internal & Concurrent audit:

The Company conducts its Internal and Concurrent audit within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

20. Statement on remuneration of employees of the Company:

The Company does not have any employee whose remuneration needs to be disclosed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Risk Management Policy:

The Company has put in place a comprehensive Risk Management Policy duly approved by the Board. The Policy details the Objective of Risk Management Framework, Role of Board/Committees of the Board, Senior Management and Employees in ensuring effective risk management, the risk management process and Periodical Review.

22. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year under review.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Due to the nature of the business activities of the Company, the details of Conservation of Energy and Technology Absorption as required to be provided under Section 134(3) (m) are not given as the same is not applicable to the Company.

Further there were no foreign exchange earnings or expenditures during the year under review.

24. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth

Your Directors also acknowledge with gratitude the help and support received from the Shareholders, Bankers, Customers, Exchanges and Regulators and hope to continue to get such support in times to come

By the order of the Board of Directors For Yogi Infra Projects Limited

Sanjay Agarwal Basudeo Agarwal Mumbai Managing Director Director September 5, 2015 DIN: 00462902 DIN: 00462889

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Mar 31, 2014

Dear Members

The Directors present the TWENTYFIRST ANNUAL REPORT on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

Financial Results:

(Rs. In Lakhs)

Year Ended Year Ended Particulars 31st March 2014 31st March 2013

Profit (Loss) before Tax 56.40 11.64

Add/Less: Provision for Tax (15.22) (0.05)

Profit/(Loss) After Tax 41.18 11.59

Add / Less: Brought forward loss of previous year (319.82) (331.41)

Profit / (Loss) carried to Balance Sheet (278.64) (319.82)

State of Company''s Affairs:

During the year, the Company did not carry out any operations of infrastructure related projects. However, the Company continues to earn profits from Non-operational activities.

Management is under planning to devise a futuristic and strategic roadmap for the Company and keeping all operating expenses are under tight control.

Dividend:

Directors regret their inability to recommend any dividend on the Equity Shares of the Company for the year ended 31st March, 2014.

Deposits:

The Company did not accept any deposits from the public and the provisions of Section 58A of the Companies Act, 1956 are therefore not applicable to the Company.

Board of Directors:

Your Company''s Board is constituted of the following Directors:

* Mr. Rajesh Agarwal

* Mr. Basudeo Agarwal

* Mr. Sanjay Agarwal

* Mr. Chandrahas Shetty

* Mr. Yogesh N. Dave

In terms of the provision of the Companies Act, 1956 and the Articles of Association, Mr. Sanjay Agarwal would retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Mr. Sanjay Agarwal has thus offered himself for re-appointment.

Auditors:

M/s. G. L. Singhal & Co., Chartered Accountants, Auditors of the Company has been the Auditors of the Company for a period of Two years. As per the provisions of Section 139 of the Act, no listed Company can appoint or reappoint an Audit Firm as auditors for more than two terms of five consecutive years each.

In view of the above, M/s. G. L. Singhal & Co., being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of M/s. G. L. Singhal & Co. as the statutory auditors of the Company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the Twenty Forth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

Auditors'' Report:

The observation and comments given by Auditors in this report read together with notes to accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Directors'' Responsibility Statement under Section 217(2AA) of the Companies Act, 1956:

The Directors confirm:

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

2. that they 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 Financial Year 2013-2014 and of the profit of the Company for that period;

3. that they 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;

4. that they have prepared the annual accounts on a going concern basis.

Management Discussion & Analysis:

During the year, the Company did not carry out any operations of infrastructure related projects and is making a constant endeavor to grow. The Company is continuously trying to revive its business and looking forward for various proposals for profitable projects. With the favorable economic conditions, the Directors and the Management look forward for better prospects in the coming years.

The Company has an adequate system of internal controls to commensurate with its nature of business and scale of operations.

None of the Company''s employees are represented by any labor union nor are subject to collective bargaining agreement. We have not experienced any work stoppages or any industrial indiscipline in the year under review.

Corporate Governance:

The new Companies Act 2013 and the listing agreement executed with the Bombay Stock Exchange Limited require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed. A certificate on compliance of Corporate Governance requirements in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Particulars of Employees:

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 no such details are required to be given.

Conservation of energy and foreign technology absorption:

The details of energy consumption and conservation as required under the provisions of Section 217(1)(e) of the Companies Act 1956 is provided separately and forms part of this report.

The Company has not adopted any foreign technology during the year.

Foreign exchange earnings and Outgo:

The Company has not earned any foreign exchange or incurred any foreign exchange outgo during the year.

Listing of Securities:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited.

Depository Systems:

Your Company continues with an arrangement with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of your Company''s securities in accordance with the provisions of the Depositories Act 1995, which are fully operational and members may avail of such facilities. With this, the members have an option / discretion to hold their demat shares in the Company through National Securities Depositories Limited and/or Central Depository Services (India) Limited.

Cash flow statement:

In pursuant to the Listing Agreement the cash flow statement is annexed and forms part of this report. Unusual items after the year end date:

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which would affect substantially the results of the operations of the Company and for the financial year in which this report is made.

Acknowledgments:

Your Directors wish to place on record its appreciation for the whole-hearted and sincere co-operation and able guidance and support that the Company received from all concerned including, Banks, Stock Exchange, Government Authorities and Semi Government Bodies of the Central and State Government.

Your Directors also wish to place on record their appreciation for the good efforts put in by the employees of the Company and for the unstinted support extended by the shareholders.

Your Directors also appreciate with gratitude the continuous support of clients, bankers, institutions, the Shareholders and well-wishers.

For & on behalf of the Board

Sd/- Sd/- Place: Mumbai Yogesh N Dave Rajesh B Agarwal Date: September 05, 2014 Director Managing Director

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Mar 31, 2012

The Directors present the NINETEENTH ANNUAL REPORT on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs) Particulars Year Ended 31st Year Ended 31st March 2012 March 2011

Profit (Loss) before Depreciation (8-11) 1-53

Less: Depreciation 0.00 0.00

Profit (Loss) before Tax (8.11) 1.53

Add/Less: Provision for MAT NIL 0.28

PROFIT / (LOSS) AFTER TAX (8.11) 1.25

Add / Less: Brought forward loss of (323.30) (324.55)

previous year

Profit / (Loss) carried to Balance Sheet (331.41) 323.30

2. STATE OF COMPANY'S AFFAIRS

As reported in the previous year, the new Management took over control of your Company and has initiated action on the business to be carried on by the Company. A concrete 'Business Plan' is being worked out in consultation with the Technical & Financial Consultantants. Your Company will focus selectively on certain Infra Projects and initial studies made have established good prospects.

3. DIVIDEND

Directors regret their inability to recommend any dividend on the Equity Shares of the Company for the year ended 31st March, 2012.

4. DEPOSITS

The Company did not accept any deposits from the public and the provisions of Section 58A of the Companies Act, 1956 are therefore not applicable to the Company.

5. PERSONNEL

None of the employees of the Company comes under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

6. DIRECTORS

Your Company's Board is constituted of the following Directors:

1. Mr. Rajesh Agarwal - Managing Director

2. Mr. Basudeo Agarwal

3. Mr. Sanjay Agarwal

4. Mr. Chandrahas Shetty

5. Mr. Yogesh N. Dave

Mr. Yogesh N Dave and Mr. Chandrahas Shetty, Directors, retire by rotation and are eligible for reappointment. During the year under report, Mr. Nawal B Agarwal ceased to be Director. Your Board places on record their appreciation for the immense contribution made by the outgoing Director namely Mr. Nawal B Agarwal.

8. AUDIT COMMITTEE

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

9. AUDITORS

M/s. G. L. Singhal & Co., Chartered Accountants, Auditors of the Company, retires at the ensuing Annual General Meeting and has expressed their willingness for re- appointment.

The Company has received letter from M/s. G. L. Singhal & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment.

The Board recommends the appointment of Messrs G. L. Singhal & Co., Chartered Accountants, as the Statutory Auditors of the Company for the year 2012-13.

10. AUDITORS' REPORT

The observation and comments given by Auditors in this report read together with notes to accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

11. DEPOSITORY SYSTEMS

Your Company continues with an arrangement with National Securities Depositories Limited (NSDL) and Central Depository Sen/ices (India) Limited (CDSL) for dematerialization of your Company's securities in accordance with the provisions of the Depositories Act 1995, which are fully operational and members may avail of such facilities. With this, the members have an option / discretion to hold their demat shares in the Company through National Securities Depositories Limited and/or Central Depository Services (India) Limited.

12. LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited. Further, your Company has duly paid the Annual Listing Fees for the year 2012 - 2013 to the Bombay Stock Exchange Limited.

13. CORPORATE GOVERNANCE

The Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance is given as Annexure to this report.

14. MANAGEMENT DISCUSSION & ANALYSIS

The Company did not carry out any commercial activities during the year, therefore was not able to earn any profits and has incurred loss. The Company also has accumulated losses from the past years. The Company is continuously trying to revive its business and looking forward for various proposals for profitable projects. With the favorable economic conditions, the Directors and the Management look forward for better prospects in the coming years.

The Company has an adequate system of internal controls to commensurate with its nature of business and scale of operations.

None of the Company's employees are represented by any labour union nor are subject to collective bargaining agreement. We have not experienced any work stoppages or any industrial indiscipline in the year under review.

15. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Director's confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed.

(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 true and fair view of the state of affairs of the Company as on 31st March 2012 and of the profit and loss of the Company for the year ended 31st March 2012.

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

(iv) the Directors have prepared the annual accounts for the year under review on a going concern basis

16. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:

(a) CONSERVATION OF ENERGY:

Since the Company has not undertaken any business during the year, hence there is no question of energy conservation.

(b) TECHNOLOGY ABSORPTION:

No Technology has been developed or imported by way of foreign collaboration.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any foreign exchange income.

17. UNUSUAL ITEMS AFTER THE YEAR END DATE:

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which would affect substantially the results of the operations of the Company and for the financial year in which this report is made.

18. ACKNOWLEDGMENTS

Your Directors wish to place on record its appreciation for the whole-hearted and sincere co-operation and able guidance and support that the Company received from all concerned

including, Banks, Stock Exchange, Government Authorities and Semi Government Bodies of the Central and State Government.

Your Directors also wish to place on record their appreciation for the good efforts put in by the employees of the Company and for the unstinted support extended by the shareholders.

For & on behalf of the Board S/d S/d

Place: Vadodara Yogesh N Dave Rajesh B Agarwal

Date: 31.08.2012 Director Managing Director

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Mar 31, 2011

The Members

The Directors present the Eighteenth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Particulars Year Ended Year Ended

31st March 2011 31st March 2010

Profit (Loss) before Depreciation 1.53 24.44

Less: Depreciation - -

Profit (Loss) before Ta x 1.53 24.44

Add/Less: Provision for MAT 0.28 3.78

PROFIT AFTER TAX 1.25 20.66

Less: Brought forward loss of previous year (324.55) (345.26)

(Loss)/Profit carried to Balance Sheet (323.30) (324.55)

2. STATE OF COMPANY'S AFFAIRS

Your Company could not carry on any significant activities during the year under report. However, in pursuance of "Open Offer", the new Management will work on the business of the Company.

3. OPEN OFFER

During the year under report, Moongipa Development and Infrastructure Limited and Shiva Shakti Enclaves Private Limited made an "Open Offer" in terms of the Regulations 10 and 12 and applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and amendments thereto ("the Regulations" / "the SEBI (SAST) Regulations"). The process was completed during the month of May 2011 in accordance with the prevailing laws and statutes. 55,30,407 (Fiftyfive Lacs thirty Thousand four Hundred and Seven) fully paid-up Equity Shares of Rs. 10/ - (Rupees Ten only) each were purchased through MOU and 10800 Acquired in the open offer by Moongipa Development And Infrastructure Limited and Shiva Shakti Enclaves Private Limited made ("the Acquires") from the erstwhile Promoters. 33,69,160 (Thirty Three Lacs Sixty Nine Thousand One Hundred and Sixty) fully paid-up Equity Shares of Rs. 10/- (Rupees Ten Only) each were proposed in the offer for public tendered by the public. Consequentially, the Board was reconstituted on 27.8.2011.

The new Management has initiated working out detailed Business Plan.

4. DIVIDEND

Directors regret their inability to recommend any dividend on the Equity Shares of the Company for the year ended 31st March 2011.

5. DEPOSITS

The Company did not accept any deposits from the public.

6. PERSONNEL

None of the employees of the Company came under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

7. DIRECTORS

Your Company's Board was reconstituted with the induction of the following new Directors:

1. Mr. Rajesh Agarwal.

2. Mr. Nawal B. Agarwal

3. Mr. Sanjay Agarwal.

4. Mr. Chandrahas Shetty.

5. Mr. Yogesh N Dave.

The following Directors stepped down from the Office of Director consequent upon the successful completion of "Open Offer":

1. Mr. Bharath Phalanetra - Whole Time Director

2. Mr. Lokesh Kapoor - Director

3. Mr. Meghal Shantaram Karekar - Director

4. Mr. Mandya Venkatachar Seshadri Vasan - Director

Mr. Rajesh Agarwal is being appointed as Managing Director at the ensuing Annual General Meeting subject to your approval with effect from 1st October, 2011.

Your Board places on record their appreciation for the immense contribution made by the outgoing Directors.

8. AUDIT COMMITTEE

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

9. AUDITORS

Messrs Murugendrappa & Co, Chartered Accountants, Bangalore, Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their unwillingness for re appointment.

The Board have recommended the appointment of Messrs G. L. Singhal & Co. Chartered Accountants, as the Statutory Auditors of the Company in place of Messrs Murugendrappa & Co, Chartered Accountants, Bangalore.

10. AUDITORS' REPORT

With reference to the comments given by the Auditors in the Auditors Report on Accounts of the Company, the Management's explanations have been suitably made in Notes to Accounts of the Balance Sheet and Profit and Loss Account and are self explanatory.

11. DEPOSITORY SYSTEMS

Your Company continues with an arrangement with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of your Company's securities in accordance with the provisions of the Depositories Act 1995, which are fully operational and members may avail of such facilities. With this, the members have an option/discretion to hold their demat shares in the Company through National Securities Depositories Limited and/or Central Depository Services (India) Limited.

12. LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited. Further, your Company has duly paid the Annual Listing Fees for the year 2011 – 2012 to the Bombay Stock Exchange Limited.

13. CORPORATE GOVERNANCE

The Company has complied with all the recommendations of the Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance is given as Annexure to this report.

14. MANAGEMENT DISCUSSION & ANALYSIS

During the year the Company was able to earn profits. The Company has accumulated losses from past years. The Company is continuously trying to revive its business and looking forward for various proposals for profitable projects. With the favourable economic conditions, your Directors and the Management look forward for better prospects in the near future.

The Company has an adequate system of internal controls to commensurate with its nature of business and scale of operations.

None of the Company's employees are represented by any labour union nor are subject to collective bargaining agreement. The Company have not experienced any work stoppages or any industrial indiscipline in the year under review.

15. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:- (i) in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed.

(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 true and fair view of the state of affairs of the Company as on 31st March 2011 and of the profit and loss of the Company for the year ended 31st March 2011.

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

(iv) the Directors have prepared the annual accounts for the year under review on a going concern basis

16. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:

(a) CONSERVATION OF ENERGY:

Since the Company has not undertaken any business during the year, hence there is no question of energy conservation.

(b) TECHNOLOGY ABSORPTION:

No Technology has been developed or imported by way of foreign collaboration.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any foreign exchange income.

17. UNUSUAL ITEMS AFTER THE YEAR END DATE:

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which would affect substantially the results of the operations of the Company and for the financial year in which this report is made.

18. ACKNOWLEDGMENTS

Your Directors wish to place on record its appreciation for the whole-hearted and sincere co-operation and able guidance and support that the Company received from all concerned including, Banks, Stock Exchange, Government Authorities and Semi Government Bodies of the Central and State Government. Your Directors also wish to place on record their appreciation for the good efforts put in by the employees of the Company and for the unstinted support extended by the shareholders.

For & on behalf of the Board

Bharath Phalanetra Lokesh Kapoor

Whole-Time Director Director

Place: Vadodara

Date: 27.08.2011

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Mar 31, 2010

The Directors present the Seventeenth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars Year Ended Year Ended

31st March, 2010 31st March, 2009

Profit (Loss) before Depreciation 24.49 (1.79)

Less: Depreciation 0.00 0.00

Profit (Loss) before Tax 24.49 (1.79)

Add/Less: Provision for Taxation 3.78 0.01

Profit (Loss) AFTER TAX 20.71 (1.80)

Add/Less: Brought forward loss of previous year (345.26) (343.46)

Profit (Loss) carried to Balance Sheet (324.55) (345.26)

2. STATE OF COMPANYS AFFAIRS

Your Company continued to pursue infrastructural related activities during the year under review. Newer business opportunities are being explored with emphasis in the City of Kolkutta in West Bengal. Accordingly, it is proposed to shift the Registered Office to Kolkutta in West Bengal.

3. DIVIDEND

Your Directors regret their inability to recommend any dividend on the Equity Shares of the Company for the year ended 31st March 2010.

4. DEPOSITS

Your Company did not accept any deposits from the public and the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

5. PERSONNEL

None of the employees of the Company come under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

6. DIRECTORS

As reported last year, there were no changes in the composition of the Board of Directors of the Company. Mr. Bharath Phalanetra, Mr. Lokesh Kapoor, Mr. Meghal Shantaram Karekar and Mr. Mandya Venkatachar Seshadri Vasan continue to be Directors of the Company.

Mr. Meghal Shantaram Karekar, Director, retires at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

7. AUDIT COMMITTEE

Audit Committee constituted by the Board of Directors with requisite composition to fall in line with the prevailing laws continued to discharge its functions during the year under report.

8. AUDITORS

Messrs Murugendrappa & Co, Chartered Accountants, Bangalore, Auditors of the Company, retire at the forthcoming Annual General Meeting and have confirmed their eligibility for appointment.

9. AUDITORS REPORT

With reference to the comments given by the Auditors in the Auditors Report on Accounts of the Company, the managements explanations have been suitably made in Notes to Accounts of the Balance Sheet and Profit and Loss Account and are self explanatory.

10. DEPOSITORY SYSTEMS

Your Company continues with an arrangement with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of your Companys securities in accordance with the provisions of the Depositories Act 1995, which are fully operational and members may avail of such facilities. With this, the members have an option / discretion to hold their Demat shares in the Company through National Securities Depositories Limited and/or Central Depository Services (India) Limited.

11. LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited. Further, your Company has duly paid the Annual Listing Fees for the year 2009 - 2010 to Bombay Stock Exchange Limited.

12. CORPORATE GOVERNANCE

The Company has complied with all the recommendations of Corporate Governance Code as provided in Clause 49 of the Listing Agreement. A report on Corporate Governance is given as Annexure to this report.

13. MANAGEMENT DISCUSSION & ANALYSIS

The Company during the year was not able to earn profits and has incurred loss. The Company also has accumulated losses from past years. The Company is continuously trying to revive its business and looking forward for various proposals for profitable projects. With the favourable economic conditions, your Directors and the Management look forward for better prospects in the near future.

The Company has an adequate system of internal controls to commensurate with its nature of business and scale of operations.

None of the Companys employees are represented by any labour union nor are subject to collective bargaining agreement. We have not experienced any work stoppages or any industrial indiscipline in the year under review.

14. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed.

(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 true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit and loss of the Company for the year ended 31st March 2010.

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

(iv) the Directors have prepared the annual accounts for the year under review on a going concern basis

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosure under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:

(a) CONSERVATION OF ENERGY:

Since the Company has not undertaken any business during the year, hence there is no question of energy conservation.

(b) TECHNOLOGY ABSORPTION:

No Technology has been developed or imported by way of foreign collaboration.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any foreign exchange income.

16. UNUSUAL ITEMS AFTER THE YEAR END DATE:

In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which would affect substantially the results of the operations of the Company and for the financial year in which this report is made.

17. ACKNOWLEDGMENTS

Your Directors wish to place on record its appreciation for the whole-hearted and sincere co-operation and able guidance and support that the Company received from all concerned including, Banks, Stock Exchange, Government Authorities and Semi Government Bodies of the Central and State Government.

Your Directors also wish to place on record their appreciation for the good efforts put in by the employees of the Company and for the unstinted support extended by the shareholders.

For on behalf of the Board

Vadodara Bharath Phalanetra Lokesh Kapoor

28-08-2010 Whole-time Director Director