Directors Report of Axentra Corp Ltd.

Mar 31, 2025

Your directors'' have pleasure in presenting the 33^rd Annual Report on the business and
operations of your company along with the Audited Financial Statements for the year ended 31st
March 2025.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2025.

Particulars	FY 2024-25	FY 2023-24
Income for the year	30.23	0.19
Expenditure for the year.	26.73	20.45
Profit / (Loss) before Depreciation/adjustment	3.50	(20.26)
Tax Expenses	-	-
Net Profit/(Loss) for the year	3.50	(20.26)

2 BUSINESS PERFORMANCE:

During the year under review, the Company made a profit of Rs 30.23 Lakhs against a loss of Rs.20.26
lakhs in the previous year.

There is no change in the nature of the business.

3 SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 30,00,000/- (Rupees Thirty Lakhs
only).

4. DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion. Your
Company have not recommended any dividend for the financial year 2024-25.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.

6. TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during
the financial year 2024-25.

7. DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review. There
are no outstanding deposits as on 31st March 2025.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year 2024-25, the Company had not entered into any material transaction with related
parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached to
this Report as Annexure III.

9. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion & Analysis Report on the business of the Company for the year
ended 31st March 2025 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is
annexed as Annexure-I to this report.

10. RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy
in place for identification of key risks to its business objectives, impact assessment, risk analysis,
risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration
with strategy and business planning. The Management identifies and controls risks through a
properly defined framework in terms of the aforesaid policy.

11. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.dhousingl.in

(i) Composition of Board of Directors and its committees.

(ii) Code of conduct for board and senior management personal.

(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace.

(iv) Terms and conditions of appointment of Independent Directors.

(v) Policy on Board Diversity.

(vi) Vigil Mechanism/ Whistle Blower Policy.

(vii) Policy for determination of materialityof events or information.

(viii) Formalization program for I ndependent Directors.

(ix) Criteria for making payments to Non-Executive Directors.

(x) Policy on preservation and archival of documents.

(xi) Nomination and remuneration Policy

(xii) Performance Evaluation Policy.

(x i ii) Succession plan.

(xiv) Code of conduct for insider trading.

(xv) Policy for determination of material subsidiaries.

(xvi) Code of practices and procedures for fair disclosure of UPSI.

12. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the company. The policy also lays down the criteria for selection and
appointment of Board Members. The policy and details of Nomination and Remuneration is
available on the website of the Company at www.dhousingl.in

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company website www.dhousingl.in
The Committee shall identify persons who are qualified to become Director and persons who
may be appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management
Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the
prior/ post approval of the shareholders of the Company and Central Government, wherever
required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the slabs approved by the Shareholders in the
case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for
indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such person
is proved to be guilty, the premium paid on such insurance shall be treated as part of the
remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.

9. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:

Human Resources Employees are vital and most valuable assets. The Company has a favorable
work environment that encourages innovation and motivation. The Management continues to
invest in people through various Learning & Development initiatives and believes in nurturing
leaders among them, as far as possible and provide opportunities for growth across all levels.

11.INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and 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 Rules framed thereunder. Internal Complaints Committee ("ICC”) is in
place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on
the website of the Company at www.dhousingl.in

During the Financial Year under review, no complaints with allegation of sexual harassment were
filed with the ICC.

Internal Complaint Committee Members:

1. Mrs. Tikamchand Rakhi

2. Mr. Lakshmaiah Devarajulu

The Committee met once in the financial year 2024-25. The Company is committed to provide a
safe and conducive work environment to its employees during the financial year. Your directors
state that during the financial year 2024-25, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.

12. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

13. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT:

From April 2025 to the date of this Report, the following events has taken place:

- Increased the Authorized Share Capital of the Company from Rs 10,00,00,000/- (Rupees Ten Crores Only)
to Rs. 14,00,00,000/- (Rupees Fourteen Crores Only).

- Allotteed 67,00,000 Equity Shares of Rs. 10/- (Rupees ren only) each at an Issue price of Rs. 12/- (Rupees
Twelve Only) per share, on preferential basis to the persons other than Promoters.

- Allotteed 27,00,000 fully Convertible Equity Warrants ("Warrants/ Equity Convertible Warrants") on a prefer¬
ential basis at a price of Rs. 12/- (Rupees Twe lve Only) per warrant, convertible into 1 (one) equity share of
the face value of Rs. 10/- (Rs Ten only) each fully paid up at a premium of Rs. 2/- (Rs. Two only) per share to
the persons othe r than Promoters and all the warrants got converted into 27,00,000 Equity Shares thereby
increasing the total Paid-up Capital of the Company to 97,00,000 Equity Shares of Rs. 10/- each.

- Altered the Main Object of the Company from Real Estate developments into Information
Technology and Artificial Intelligence.

- Approval for Changing the Name of the Company.

- Changed and appointed the Secretarial Auditor M/s. Shivam Bhatt & Co., Company Secretaries in Practice,
as the Secretarial Auditor of the Company for conducting Secretarial Audit for the financial year 2025-26.

- On 07th April, 2025, Mr. Vinoth Kumar Mohandas ("Acquirer 1") along with Mrs. Suseela Kumarappan
("Acquirer 2") and collectively as ("Acquirers") have announced an Open Offer for acquisition of upto
30,94,000 fully paid-up Equity Shares of Rs. 10/- each from the shareholders of Dugar Housing
Developments Limited ("Target Company"), representing 26% of its Total Share Capital, at a price of Rs. 12/-
per EquityShare ("Offer Price").

14 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

15. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board''s Report.

16. AUDITORS:

STATUTORY AUDITORS

During the year 2024-25, M/s. M Sahu & Co. Chartered Accountants (Firm Registration No.:
130001W), as the Statutory Auditors of the Company w.e.f. 24.02.2024 to fill the casual vacancy
caused by the resignation of previous statutory auditor M/s. M N & Associates, Chartered
Accountants (Firm Registration No. 018167S).

Comment on Statutory Auditor''s Report:

There are no qualifications, reservations, remarks or disclaimers made by M/s. M Sahu & Co,
Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. N.
Srividhya of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries
(Membership No. A34428, CP No: 14058) was appointed as a Secretarial Auditor w.e.f., 27th May
2024 to conduct the Secretarial Audit for the financial year 2024-2025.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as
Annexure II.

Qualification in Secretarial Audit Report

There are no material qualifications in the Secretarial Report except for few observations in the
Secretarial Audit report and the same has been taken on record for due action.

Board''s Reply:

The Company is taking due action for improving the LODR compliances
INTERNAL AUDITORS

Mr. Moganasundaram Chandrasekaran, Company Secretary, is the Independent Internal Auditor
of the Company. The Audit Committee determines the scope of internal Audit in line with
regulatory and business requirements.

COST AUDITORS

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under
the purview of Cost Audit.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board Composition

Mr. Lakshmaiah Devarajulu Whole-time Director

Mrs. Tikamchand Rakhi Woman Director

Mr. Zakir Hussain Munavar Independent Director

Mr. Suresh Rajasekar Independent Director

Mr. Ulhas Narayan Deosthale Additional Director

(Appointed w.e.f. 06.11.2025)

Mrs. Jankiben Brahmbhatt Additional Director

(Appointed w.e.f. 06.11.2025)

KMP of the Company

Mr. Moganasundaram Chandrasekaran Company Secretary

Mr. T. Padam Dugar Chief Financial Officer

Director''s appointment and Re-appointment:

Mr. Lakshmaiah Devarajulu (DIN: 07704260), who retires by rotation as a Director and being
eligible offers herself for re-appointment.

18. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the
Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2024-25	Date of the Meeting
Board Meeting	05	27.05.2024, 07.08.2024, 06.11.2024, 14.02.2025, 24.02.2025
Audit Committee	05	27.05.2024, 07.08.2024, 06.11.2024, 14.02.2025, 24.02.2025
Nomination & Remuneration Committee	1	06.11.2024

The interval between two Board Meetings was well within the maximum period mentioned under
section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

19. COMPOSITION OF COMMITTEES OF THE BOARD

During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:

AUDIT COMMITTEE
Mr. Zakir Hussain Munavar	Independent Director
Mr. Suresh Rajasekar	Independent Director
Mrs. Tikamchand Rakhi	Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE
Mr. Zakir Hussain Munavar	Independent Director
Mr. Suresh Rajasekar	Independent Director
Mrs. Tikamchand Rakhi	Non-Executive Director

STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr. Zakir Hussain Munavar	Independent Director
Mr. Suresh Rajasekar	Independent Director
Mrs. Tikamchand Rakhi	Non-Executive Director

20. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Boards'' functioning, the composition of
the Board and its committees, culture, execution and performance of specific duties, obligations,
and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

21. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors
held a Meeting on 14^th February 2025, without the attendance of Non-Independent Directors and
members of Management.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of the
Company. The policy and details of familiarization program is available on the website of the
Company at www.dhousingl.in.

23. INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid
down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year
ended 31st March, 2025, which has been relied on by the Company and placed at the Board

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviors, actual
or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also
provides for adequate safeguards against the victimization of employees who avail themselves of
the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It
is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit
Committee. The vigil mechanism policy is also available on the Company''s website
www.dhousingl.in

25. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule
8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control
systems to monitor business processes, financial reporting and compliance with applicable
regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The
Committee also reviews the observations forming part of internal auditors'' report, key issues and
areas of improvement, significant processes and accounting policies.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and
the designated employees in their business dealings and in particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth
of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or
more during any financial year are required to constitute a CSR committee and our Company does
not meet the criteria as mentioned above, hence the Company has not constituted any Corporate
Social Responsibility Committee; and has not developed and implemented any Corporate Social
Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.

28. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website and
can be accessed -www.dhousingl.in

29. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

30. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under the Companies Act, 2013
are covered under the Board''s policy formulated by the Company and is available on the Company
website www.dhousingl.in

31. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and
confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.

b) They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, 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 the
year ended on that date.

c) 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or
officers of the Company under section 143(10) of the Companies Act, 2013.

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

A. CONSERVATION OF ENERGY:

a. In view of the pandemic and employees working from home the registered office has been
shifted to a very small place wherein there is absolutely no power consumption when
compared to the earlier years

b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: NIL

(ii) Benefits derived
Production improvement: NIL
Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in lakhs)

FOREIGN EXCHANGE EARNINGS AND OUTGO	2024-25	2023-24
Earning in Foreign Exchange	NIL	NIL
Expenditure in Foreign Exchange	NIL	NIL
CIF value of imports -	NIL	NIL
Raw Materials - Calcium Carbide

33 CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year, with the approval of the Board of
Directors, your Company has informed the non-applicability provision to the Bombay Stock
Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 2024-25,
a separate report of Corporate Governance is not disclosed in the Annual Report 2024-25.

34 DETAIL OF APPLICATION MAM OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year.

35. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR
AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company and Directors is furnished hereunder:

S. No	Name	Designation	Remuneration paid. FY 2024¬ 25	Remuneration paid FY 2023-2	Increase/Decrease in remuneration from previous year
1	Mr. Lakshmaiah Devarajulu	Whole-Time Director	Rs.6,00,000/-	Rs.6,00,000/-	-

36 LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay
Stock Exchange.

37 ACKNOWLEDGEMENT:

Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders
for their continued support and the confidence reposed in the Company and its management.

38 CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

Place: Chennai By and on behalf of Board of Directors

Date: 2 9-08-2025

Sd/-

Lakshmaiah Devarajulu
Whole time Director
(DIN:07704260)

---

Mar 31, 2014

Dear Members

The Directors have great pleasure in presenting the Twenty Second Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors' report thereon.

FINANCIAL RESULTS

(Amount In Rs.)

Particulars Standalone

2013-14 2012-13

Other Income 11,53,910 5,45,000

Expenditure 10,33,495 3,33,999

Depreciation and amortization expenses 30,161 36,781

Profit/(Loss) before tax 1,20,415 2,11,001

Less: Provision for

Current Tax -- --

Deferred Tax -- --

Profit / (Loss) after Tax 1,20,415 2,11,001

BUSINESS OUTLOOK

Real estate sector is burdened with high costs because of which there is little possibility of reduction in home prices in most micromarkets. Construction cost has increased by 40% in two years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak market. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices in improved market conditions. The housing industry will revive at a faster pace if a stable government is formed after the general elections in 2014.

The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand will increase here.

The recent move to introduce Reits, or Real Estate Investment Trusts, is a progressive one as well. Reits are a great instrument to tap cash flow into the Indian economy, and help smaller investors access income-generating real estate assets. It will help both developers and investors, through better financing and investment options. This will give the Indian real estate market more depth. Providing tax incentives to REITs for investment in housing, especially the affordable housing sector, will increase chances of its success.

FIXED DEPOSITS, LOANS & ADVANCES

Your Company has not accepted any deposits from the public, or its employees during the financial year. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required

SUBSIDIARIES / JOINT VENTURES

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

DIVIDEND:

Your Directors are not recommending dividend for the year ended 31st March 2014.

STATUTORYSTATEMENTS

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

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per 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, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors 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 as at March 31,2014 and of the profit / loss of the Company for the year ended on that date.

c) proper and sufficient care has been taken 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.

d) the annual accounts have been prepared on a going concern basis INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the BSE Limited for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their Notice No. 20130826-10 dated August 26, 2013 informed the trading members and also to Company that the suspension in trading of equity shares of the Company will be revoked with effect from Friday, August 26, 2013and according your Company equity shares are listed with the BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. The Board of Director of the Company consist of Mr.T.Padam Dugar, Mr.T.Ramesh Dugar, Mr.N.Tarachand Dugar, Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh.

In compliance with the provisions of the Companies Act, 2013 in accordance with the Company's Articles of Association, Mr.N.Tarachand Dugar, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr.Gouthamchand, and Mr.Prakashchand Pramodh, were co-opted as an Additional Directors of the Company with effect from September 27, 2013, pursuant to the provisions of section 260 of the Companies Act, 1956. They holds office of the Director up to the date of ensuing Annual General Meeting. Your Directors recommends the resolution in relation to appointment of Mr.Prakashchand Pramodh and Mr.Prakashchand Pramodh as a Directors for the approval by the members of the Company.

The Company has also received the requisite disclosures/declarations from Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh stating that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure of office of independent Director has not been specified, therefore they shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board of Director proposed to appoint Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) years.

In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing Agreement the Every Listed Company should have at least One Women Director in the Board. Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Your Company is taking effective steps to make such appointments.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Further during the year Mr. Prasanth C Jain and Ms. R.Vijayalakshmi, were resigned due to personal reasons on September 27, 2013. Your Directors wishes to express their sincere appreciation for the valuable services rendered by the resigned Directors during their respective tenure as Director of the Company.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

N.Tarachand Dugar T.Padam Dugar T.Ramesh Dugar Dugar Ins India Pvt Ltd

Dugar Housing Ltd Goodworth Properties Lazer Housingl Pushpa Dugar Private Limited

P.Annjana Dugar Shruthi Dugar Sachi Jain Jayshree Jain

R.Sonali Dugar - - -

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383A of Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board's Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming part of this report.

AUDITORS

M/s.Krishnakumar & Associates, Chartered Accountants, (Registration No. FRN 006853S), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance and a Report of Management Discussion and Analysis is also annexed separately and forms part of this Report. The Whole Time Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-Voting is provided in the Notice.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar Director Whole Time Director

Chennai Dated 22nd day of August 2014

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Mar 31, 2013

The Directors have great pleasure in presenting the Twenty First Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profitabl eventures to be taken in other cities in the city of Tamil nadugoing forward.

FINANCIAL RESULTS

(Amount In Rs.) Particulars Standalone 2012-13 2011-12

Other Income 5,45,000 9,75,762

Expenditure 3,33,999 6,03,160

Depreciation and amortization expenses 36,781 36,781

Profit/(Loss) before tax 2,11,001 3,72,602

Less: Provision for Current Tax Deferred Tax

Profit /(Loss) after Tax 2,11,001 13,72,602

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profit ableventures to betaken in other citiesIn the cityof Tamilnadug oing forward.

SUBSIDIARIES/JOINTVENTURES

There are no Subsidiaries and Joint Venture Company

DIVIDEND:

Your Directors are no trecommending dividend for the year ended 31st March 2013

FIXED DEPOSITS

Your Company has not accepted any public deposits from the public or its employees during the year under review and as such, balance sheet.

STATUTORYSTATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

DUGARHOUSINGDEVELOPMENTSLIMITED

doesnotcarryonanymanu facturingactivityandaccordinglytheprovision to furnish information as per 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, particulars relating to Conservation of energy, Research and DevelopmentandTechnologyAbsorptionisnotapplicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review the rewerenoemployee scovere dunder section 217(2A)of the Companies Act,1956.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement yourDirectorstothebestoftheirknowledgeandbeliefconfirmthat:

(i) in the preparation of the annual accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departure;

(ii) they have selected such accountingpoliciesandapplied them consistently and madejudgmentsandestimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial yearand of the profit/lossof the Companyforthatperiod;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNALCONTROLSANDTHEIRADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, thesystemsandproceduresareupgradedtosuitthechangingbusinessneeds.

STATEMENTPURSUANTTOLISTINGAGREEMENT

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATEGOVERNANCEREPORTANDMANAGEMENTDISCUSSIONANDANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure ATogether with Reportof the AuditorsonthecompliancewiththesaidCodeanda ReportofManagementDiscussionandAnalysisisalso annexed separately.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the Bombay Stock Exchange Limited (BSE) for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their notice NO.DCS/COMP/CL47C/MIS/RP/105/511634/2013 dated 28.05.2013 informed the trading members and also to Company thatthe suspension in trading of equity shares of the Company will be revoked

DIRECTORATE

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. In compliance with the provisions of the Companies Act, 1956 in accordance with the Company''s Articles of Association, Mr.T.Ramesh Dugar, Mr.D.Karunanishi and Mrs.R.Vijayalakshmi, retire at this Annual General Meeting and being eligible, offers themselvesforre-appointment.

Mr.T.Padam Dugar is the Whole-time Director of the Company. His tenure of expires on September 30,2013. The Board of Directors (based on the recommendation of the Remuneration Committee) at its meeting held on 30th July, 2013 have approved the re-appointment of Mr.T.Padam Dugaras the Whole-time Directorfor a period offive (05) years with effectfrom 01st October, 2013. The Board recommends the resolution as set out in item No.6 of the notice convening annual general meetingforapprovaloftheshareholdersasanOrdinaryResolution.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIALACQUISITIONOFSHARES&TAKEOVERS)REGULATIONS,1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares takeovers) Regulations, 1997.

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383Aof Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board''s Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming partofthisreport.

AUDITORS

There,CharteredAccountantshaveexpressedtheirwillingnesstocontinue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuanttosection 224 (1B) of the CompaniesAct, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.Krishnakumar & Associates., Chartered Accountantsas Auditors for afurtherperiodo fone year and to fixt heirr emuneration.

The Auditors Report to the Membersdoesnotcontainanyqua lificationoradverse remarks.

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of

For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar

Director Whole Time Director

Place: Chennai

Date : 21.05.2013

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Mar 31, 2012

The Directors have great pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended 31 st March 2012.

FINANCIAL HIGHLIGHTS

The Company has restructured its business operations and constructions.

A. SUMMARY OF FINANCIAL RESULTS

Rs.in Lakhs Year Ended Year Ended 31.03.2012 31.03.2011

Profit /(Loss (Before Depreciation and Tax) 4.10 3.82

Less Depreciation 037 0.43

Profit /(Loss)

Before Tax 3.73 03.39

Less : Direct Taxes Paid 0.00 0.00

Net Profit/(Loss) 3.73 3.39

Balance Brought Forward -295.07 -295.07

Amount available for appropriation

APPROPRIATION Proposed Dividend

Dividend Tax -

Transfer to General

Reserve -

Balance Carried to

Balance Sheet -291.34 -295.07

BUSINESS PERFORMANCE

The overall turnover of the company for the period under review was Rs.9.76 Lakhs. As required under corporate governance, the management discussion and analysis report reflects Company has several plans to improve the turnover and profitability.

DIVIDEND

No Dividend is being recommended for the year ended 31.03.2012.

DIRECTORS

Sri., Prashant C Jain, Director retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

M/s Krishnakumar & Associates - Chartered Accountants, Chennai, retiring Auditors being eligible for reappointment are proposed to be reappointed to hold office up to the conclusion of the next Annual General Meeting.

PUBLIC DEPOSIT

The Directors hereby report that the company has not accepted any deposit during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Director's statement and is included as an annexure to this report.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of section 217 (2A) of the Companies Act 1956 read with Companies particulars of Employee's Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Disclosure of particulars with respect to provisions of Section 217 (1 ) (e) of the Companies Act ,1956 and also required by the Companies (Disclosure Particulars in the Report of Board of Directors) Rules 1988 for the year ended 31st March 2012 do not apply to the company.

Disclosure u/s 217 (1)(e)

COMPLIANCE CERTIFICATE

Certificate from practicing company secretary as required under section 383A of the Act is annexed to this report.

Annexure-A

DIRECTORS RESPONSIBLY STATEMENT

As per the Companies (Amendment) Act 2000, the Directors have to give their responsibility statement, which is as follows.

(a) That in the preparation of annual accounts, the applicable accounting standards had been flowed along with proper explanation relating to material departures.

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguarding the assets of the Company and for preventing and detecting other frauds and irregularities.

(d) That the Directors prepared the annual accounts on a going concern basis.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors. The Code of Conduct copies can be availed from Company.

I confirm that the Company has in respect of the financial year ended 31st March 2012 received from the Management Personnel of the Company and the Members of the Board a declaration of compliance with the code of conduct as applicable to them.

Discussion on financial performance with respect to operational performance - Please refer to director's report

ACKNOWLEDGEMENTS

The Company is grateful for the cooperation and assistance extended by the government and also wish to place on record their thanks and appreciation to the Employees for their hard work and dedication.

By order of the Board

Chennai T. Padam Dugar

31.07.2012 Whole Time Director

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Mar 31, 2010

The Directors have great pleasure in presenting the 18th Annual Report along with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The Company has restructured its business operations and constructions.

A. SUMMARY OF FINANCIAL RESULTS

Rs.in Lakhs

Year Ended Year Ended

31.03.2010 31.03.2009

Profit /(Loss (Before Depreciation and Tax) 1.82 6.55

Less Depreciation 0.51 0.61 Profit /(Loss)

Before Tax 1.31 -7.16

Less : Direct Taxes Paid 0.00 0.12

Net Profit/(Loss) 1.31 -7.28 Balance Brought

Forward -298.46 -299.77

Amount available for appropriation

APPROPRIATION

Proposed Dividend

Dividend Tax -

Transfer to General Reserve -

Balance Carried to Balance Sheet -298.46 -299.77

BUSINESS PERFORMANCE

The overall turnover of the company for the period under review was Rs.6.00 Lakhs. As required under corporate governance, the management discussion and analysis report reflects Company has several plans to improve the turnover and profitability.

DIVIDEND

No Dividend is being recommended for the year ended 31.03.2010.

DIRECTORS

Sri., N.Tarachand Dugar , Promoter Director retires by rotation and being eligible, offers himself for re appointment.

AUDITORS

M/S Krishnakumar & Associates , Chartered Accountants , Chennai , retiring Auditors being eligible for reappointment are proposed to be reappointed to hold office up to the conclusion of the next Annual General Meeting .

PUBLIC DEPOSIT

The Directors hereby report that the company has not accepted any deposit during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Director’s statement and is included as an annexure to this report.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of

section 217 (2A) of the Companies Act 1956 read with Companies particulars of Employee’s Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Disclosure of particulars with respect to provisions of Section 217 (1) (e) of the Companies Act ,1956 and also required by the Companies (Disclosure Particulars in the Report of Board of Directors) Rules 1988 for the year ended 31st March 2010 do not apply to the company.

Annexure-A

DIRECTORS RESPONSIBILY STATEMENT

As per the Companies Act 1956, the Directors have to give their responsibility statement, which is as follows.

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

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company.

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

(iv) That the Directors prepared the annual accounts on a going concern basis.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors. The Code of Conduct copies can be availed from Company.

I confirm that the Company has in respect of the financial year ended 31st March 2010 received from the Management Personnel of the Company and the Members of the Board a declaration of compliance with the code of conduct as applicable to them.

ACKNOWLEDGEMENTS

The Company is grateful for the cooperation and assistance extended by the government and also wish to place on record their thanks and appreciation to the Employees for their hard work and dedication.

By order of the Board

Chennai T.Padam Dugar

31.07.2010 Whole Time Director