Directors Report of B Nanji Enterprises Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statement of Accounts of B Nanji Enterprises Limited for the year ended on 31st March 2015.

FINANCIAL RESULTS

(Rs. in Lac)

Particulars 2014-15 2013-14

Revenue from operations 24436.16 1908.05

Other Income 84.31 76.72

Total Expenditure 2340.68 1783.87

Profit/(Loss) before Tax 179.78 204.07

Tax Expenses 60.26 110.48

Profit/(Loss) for the year 119.52 93.59

DIVIDEND

To conserve the financial resources of the Company, your Directors do not recommend dividend for the year under review.

OPERATIONS

During the year under review, the Company has reported total income of Rs. 2516.46 lacs against the total income of Rs. 1979.21 lacs during the previous year. Hence, the Company has achieved higher total income in the financial year under review compared to previous financial year. The Company has earned Net Profit of Rs. 119.52 Lacs during the year under review as against Net Profit of Rs. 93.59 lacs during the previous year.

FINANCE

(i) Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 551.452 Lacs During the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

(ii) FIXED DEPOSITS

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

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of signing of this report.

INTERNAL FINANCIAL CONTROLS

The company has adequate internal financial control system with reference to the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy posted on the website of the Company www.bnanji.com.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past 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 potential conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.bnanji.com) under the head 'Investor Relations'. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions.

The summary of related party transactions is given below;

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis; N.A. as there were no transactions during the year which were not at arm's length.

2. Details of material contracts or arrangements or transactions at arm's length basis;

N.A. as there were no transactions entered with related party during the financial year 2014-15.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

CORPORATE SOCIAL RESPONSIBILITY

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act, 2013 does not apply to your company.

DIRECTORS

(i) Appointment

The Board of Directors has appointed Mr. Kamlesh Dhanopia as Additional Director of the Company in the category of Independent Directors with effect from 14th February, 2015 and Mrs. Subhadraben Padsala as Additional Director of the Company in the category of Non- Executive Director with effect from 25th March, 2015 to hold office as Directors upto the ensuing Annual General Meeting of the Company. The Company has received notices together with requisite deposit as per Section 160 of the Companies act, 2013, from the members of the Company proposing the candidature of Mr. Kamlesh Dhanopia as an Independent Director, for a term of 5 consecutive years upto 13th February, 2020 and Mrs. Subhadraben Padsala for the office of Non - Executive director liable to retire by rotation.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhikhubhai Padsala retires by rotation and is eligible for reappointment.

(iii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause

49 of the Listing Agreement.

(iv) Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(vi) Board Meetings

During the year, Seven (7) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as 'Significant

Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

(i) Statutory Auditor

M/s. Atul Dalal & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. They have furnished a certificate regarding their eligibility for re- appointment as Statutory Auditors of the Company, pursuant to Section 139(2) of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014. The Board of Directors recommends their re-appointment for the year 2015-16 at the ensuing Annual General Meeting.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Sinha, a practicing Company Secretary, Ahmedabad (Mem. No. 24045), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS

As regards para No. 1 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 2 of observation made by Secretarial Auditor, the Directors state that the amount borrowed from Dewan Housing Finance Corporation Limited (DHFL) was used for repayment of amount borrowed from Directors which was utilized for the project at Umbergaon site. As such the borrowing cost of Rs. 427.48 lacs has been included in the valuation of work-in-progress of Umbergaon site in compliance with AS-2, AS-7 and AS-16. The Company will not capitalise such amount of interest from July, 2015.

As regards para No. 2 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 3 of observation made by Secretarial Auditor, in respect of Sales of Flats/Apartments of Akansha Flats, Scheme at Umbergaon, Dist. Thane, Maharashtra, the Directors state that the Company has obtained legal opinion in this regard and accordingly the management is of the opinion that the Company has not violated any of the conditions of agreements entered into with the purchasers or of the provisions of Maharashtra Ownership of Flats Acts, 1963. The Company has right to form society upon completion of the project and therefore, the contributions from the members shall be collected and transferred to the society upon its formation together will all rights.

As regards para No. 3 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report in respect of advance payment of Rs. 300 lacs against an Agreement of Rs. 486 Lacs with related party, the Directors state that as per the Agreement dated 13/05/2013 the Company is required to make a payment of Rs. 200/- per Sq. Ft. for 486776 Sq. Ft. aggregating to Rs. 486 Lacs to the related party towards consideration of development rights availed by the Company from the related party, however the Company had not made any payment towards the said agreement no accounting entry made in the year 2013-14. The Board in the opinion that at the time of execution of this agreement, the Company was not required to obtained prior approval of members by way of Special Resolution as the transaction of immovable property was out of purview of Section 297 of the Companies Act, 1956.

As regards para No. 4 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 4 of observation made by Secretarial Auditor, in respect of amount of Rs. 220.55 lacs received against advance for land in earlier years and not considered as deposits, the Directors state that the Company is in advance stage of negotiation in finalising the land deed. Due to recessionary trend in real estate market it is taking some time. If land deal is not materialised / settle in the current year, the advance taken will be written back.

As regards para No. 5 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 5 of observation made by Secretarial Auditor, in respect of non-provision of bad debts and doubtful debts interest free loan of Rs. 69.07 Lacs has given to 20 parties in earlier years, the Directors state that the Company is in process of recovering the loan of Rs. 69.7 Lacs given in earlier years. The Company will make provision for bad debts or write off the amount out of the loan which will not be recovered during the current year.

As regards point No. 7 mentioned in Notes on Accounts no.25 of Statutory Auditor's Report, and point no. 6 of observation made by Secretarial Auditor, in respect of provision of gratuity without Actuarial Valuation, the Directors state that Company has obtained the Report from actuarial Valuation after 15/05/2015 but before the date of signing the Director's Report.

As regards para No. 6 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report and point no. 7 of observation made by Secretarial Auditor, in respect of non - provision of Leave Encashment, the Directors state that the Company has not made the provisions of Leave Encashment as all the employees of the Company has waived their claim for the same.

As regards point No. 6 under the heading of Annexure to the Statutory Auditor's Report and point no. 8 of observation made by Secretarial Auditor, in respect of depositing Provident Fund dues with appropriate authorities, the Directors state that the Company has paid the Provident Fund dues dated on 05/06/2015 with appropriate authorities.

As regards point No. 8 under the heading of Annexure to the Statutory Auditor's Report, in respect of providing guarantee to a The Vijay Co- Operative Bank Ltd., Tata Capital Financial Services Ltd. for advances taken by a firm M/s. B Nanji in which Company is a partner, the Directors state that the Company has provide a guarantee to the said firms in the capacity of the partner itself only.

As regards point no. 1 of observation made by Secretarial Auditor, in respect of non- appointment of internal Auditor, the Directors state that there are necessary control procedures prevailing within the Company which is self-sufficient for exercising proper controls.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B".

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached as "Annexure -E" in this Annual Report.

CEO CERTIFICATION

The Executive Director who looks after finance function has submitted a certificate to the Board regarding the financial statements and other matters are required under clause 49 (V) of the Listing Agreement.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT- PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the company has constituted the Nomination and Remuneration Committee and their policy and same approved by the Board. The Policy is attached at "Annexure - C".

REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT 2013.

In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013 we report that, during 2014- 15, no case has been filed under the said act.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The Company is not engaged in activities specified in Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given. There is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEE:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure - D".

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review. Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

Regd. Office:

B. Nanji Enterprises Limited CIN: L45201GJ1982PLC005148 'Moorti Bunglow', 5 Ashok Nagar, BY ORDER OF BOARD OF DIRECTORS B/h Sundervan, Satellite, FOR B. NANJI ENTERPRISES LIMITED Ahmedabad-380015, Gujarat

SANDIP B. PADSALA EXECUTIVE DIRECTOR DATE: 14/08/2015 (DIN: 01870595)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report fcr the year ended cn 31st March 2014.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 2013-14 2012-13

Sales 1979.21 766.54

Other Income 5.55 10.09

Total Expenditure 1783.87 710.91

Profit/(Loss) before Tax 204.07 65.71

Tax Expenses 110.48 45.37

Profit/(Loss) for the year 93.59 20.34

OPERATIONS :

During the year under review, the Company has reported total income of Rs. 1979.21 lacs against the total income of Rs. 766.54 lacs during the previous year. Hence, the Company has achieved higher total income in the financial year under review compared to previous financial year. The Company has earned Net Profit of Rs.93.59 Lacs during the year under review as against Net Profit Rs. 20.34 lacs during the previous year.

DIVIDEND :

To conserve the financial resources of the Company, your Directors do not recommend dividend for the year under review.

FIXED DEPOSITS :

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

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance Report" is attached in this Annual Report.

CEO CERTIFICATION :

The Executive Director who looks after finance function has submitted a certificate to the Board regarding the financial statements and other matters are required under clause 49 (V) of the Listing Agreement.

DIRECTORS :

Mr. Sandip B.Padsala retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.Pursuant to provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, your Directors are seeking appointment of Mr. Philip Job and Mr. Vinayak Sarkhot as an Independent Directors of the Company for five consecutive years upto 31st March, 2019. Details of Directors being appointed/re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment for the approval of the shareholders at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT :

As required by Section 217 (2AA) of the companies act, 1956, in relation to the financial statement for FY 2013-14, the Directors state:

1. That in preparation of the annual accounts the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31st March, 2014 and of the profit for the year ended on that date;

3. That the directors have taken proper and sufficient care for 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; and

4. The financial statements have been prepared on a going concern basis;

AUDITORS :

M/s. Atul Dalal & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139(2) of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014. The Board of Directors recommends their re-appointment for the year 2014- 15 at the ensuing Annual General Meeting.

AUDIT OBSERVATIONS :

As regards qualification No.1 under the para Basis for Qualified Opinion of Auditor''s Report, the Directors state that the amount borrowed from Dewan Housing Finance Corporation Limited (DHFL) was used for repayment of amount borrowed from Directors which was utilized for the project at Umbergaon site. As such the borrowing cost of Rs.468.61 lacs has been included in the valuation of work-in-progress in compliance with AS-2, AS-7 and AS-16.

In compliance of requirement of AS-2 and AS-7, issued by ICAI, the Company has not included the borrowing cost in the valuation of Bhilad and Kathlal sites during the year under review and as the result of the same the profit for the year is decreased by Rs. 63.70 Lacs.

As regards qualification No.1 under the para Basis for Qualified Opinion of Auditor''s Report, the Directors state that during the year under review, the Company has not given unsecured loan/advance to a Company under the same management. However during the year under review, Company has made payment of income tax on behalf of the Company under the same management.

As regards qualification No.1 under the para Basis for Qualified Opinion of Auditor''s Report, the Directors state that the Company has obtained legal opinion in this regard and accordingly the management is of the opinion that the Company has not violated any of the conditions of agreements entered into with the purchasers or of the provisions of Maharashtra Ownership of Flats Acts, 1963.The Company has right to form society upon completion of the project and therefore, the contributions from the members shall be collected and transferred to the society upon its formation together will all rights. As regards point No.7 of Annexure to the Auditor''s Reports, the Directors state that the Company has efficient interest control system and all the activities of the company are looked after by the Executive Director with the assistances of experienced in-house staff. Considering the present size and operations of the company it is practically not feasible to employ independent audit firm of chartered accountants for interest audit.

As regards point No.8 of Annexure to the Auditor''s Reports, the Directors state that the Company is in process of compiling the cost records and the Company will submit the same to the Auditors for verification once the cost records will be compiled.

As regards point No.9 of Annexure to the Auditor''s Reports, the Directors state that no liability of service tax and VAT has been imposed on the Company for the year 2006-07 by the authorities concerned and therefore not provided in the ac- counts. The liability as and when quantified and crystallized by the concerned authorities and accepted by the Company will be accounted for and provided in the account.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

The Company is not engaged in activities specified in Companies, (Disclosure of Particulars in Report of Board of Directors) Rules 1988, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given. There is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEE :

The Company has not paid remuneration attracting the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975. Hence the Company is not required to give information as per the said Rules.

INSURANCE :

All fixed assets and movable assets of the Company are adequately insured.

ACKNOWLEDGMENT :

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review. Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

Regd. Office : B. Nanji Enterprises Limited CIN : L45201GJ1982PLC005148 ''Moorti Bunglow'', 5 Ashok Nagar, BY ORDER OF BOARD OF DIRECTORS B/h Sundervan, Satellite, FOR B. NANJI ENTERPRISES LIMITED Ahmedabad - 380015, Gujarat. SANDIP B. PADSALA EXECUTIVE DIRECTOR DATE : 13/08/2014 (DIN : 01870595)

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Mar 31, 2009

The Directors are pleased to present the 27th Annual Report of your Company together with the Audited Statements of Accounts for the year ended on 31st, March, 2009.

FINANCIAL RESULTS :

(RS. IN LACS)

2008-09 2007-08

Profit before Interest, 76.48 97.97

Depreciation and Tax

Interest 7.86 50.80

Depreciation 9.26 5.65

Income Tax Nil Nil

Current Deferred

Fringe Benefit Tax 1.47 72.20

Profit after tax 58.41 41.15

Prior period adjustments (net) 0.51 72.20

Balance Carried Forward 57.90 -31.15

DIVIDEND

In view of inadequate profit of the Company, your Directors do not recommend dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

(A) industry Structure and Development:

Over the past few years, the real estate sector has transformed from a nascent and unorganized sector to an emerging, professionally organised industry, which is contributing significantly to the GDP of the nation. The housing sector in India has gradually metamorphosed into an organised one with improved product offerings and geographic spread. The growing urbanisation will result in an incremental demand for housing in suburban locations of urban areas.

(B) Review of Operations :

During the year 2008-09 total income of the Company was Rs. 17.79 Crores and earned net profit of Rs. 57.90 lacs as compared to total income Rs. 4.08 crores and net loss of Rs. 31.15 lacs during the previous year.

(C) Opportunities and Threats:

Business opportunities are being continuously explored through environment scanning and new business plans are adopted accordingly. Looking to the demand for low cost and affordable homes, the Company is searching for suitable land for development to launch medium size project of low cost flats and shops. Increasing cost of cement, steel and labour and competition from small builders are likely to affect margins of the Company.

(D) Internal Control System :

Your Company has a sound system of Internal Controls for financial reporting of various transactions, efficiency of operations and compliance with relevant laws and regulations. Suitable delegation of power and also the guide- lines for preparation of accounts have been issued for uniform compliance.

In order to ensure that all checks and balances are in place and all internal control systems are in order, regular and exhaustive internal audits are conducted regularly. Gaps, if any, under the existing system are being examined and the mitigation measures for the same are being devised.

(E) Human Resources :

The Company follows People First approach to leverage the potential of its employees to execute its business plans. Your Company takes pride in its highly motivated and trained Human Resource that has contributed its best to bring the Company to its present height. Employee relations scenario of the Company continued to be cordial marked by industrial harmony and mutual trust during the year.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled "Corporate Governance Report" is attached to this Annual report.

CFO CERTIFICATION:

The Executive Director who looks after finance function has submitted a certificate to the Board regarding the financial statements and other matters as required under clause 49 (V) of the Listing Agreement.

DIRECTORS:

Pursuant to provisions of Section 256 of the Companies Act, 1956 Mr. Jayant Sharma and Mr. Sandip B. Padsala retire by rotation and being eligible offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

In the presentation of Annual Accounts, the applicable accounting standard have been followed along with proper explanation relating to material departure.

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

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in » accordance with the provisions of the Companies Act for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

In respect of qualification(s), if any, in the Auditors report, relevant notes to accounts at Schedule N are self explanatory and do not call for further comments and explanation.

PARTICULARS OF EMPLOYEES :

No employee is drawing remuneration more than the specified limit prescribed u/s.217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence, the information in terms of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not required to be given.

AUDITORS :

M/s. Atul Dalai & Co., Chartered Accountant, retiring Auditors, Ahmedabad are eligible for re-appointment and offer themselves for re-appointment. The Auditors have furnished a certificate to the effect that if reappointed, their appoint- ment shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

DELISTING FROM AHMEDABAD STOCK EXCHANGE & RAJKOT STOCK EXCHANGE:

The Securities Exchange Board of India (SEBI) notified guidelines for voluntary delisting of securities from the stock exchanges. An exit opportunities to the shareholders need not be given where securities of the company remain listed on the stock exchange nation wide trading terminals.

At present the equity shares of the company are listed at Ahmedabad Stock exchange, Saurashtra & Kutch Stock Exchange and Bombay Stock Exchange. Considering the negligible volume of trading and as a part of its cost reduction measure, the consent of the members is sought for getting its securities delisted from Ahmedabad Stock Exchange & Saurashtra & Kutch Stock Exchange as proposed in the special resolution. The securities of the company shall continue to be listed on the Bombay Stock Exchange Limited (BSE), Mumbai.

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

The year under review, there are no manufacturing activities undertaken by the Company. The activity of the Company under review is land development activities and is of such a nature that it requires minimum amount of energy. In view of the aforesaid fact, there was no scope for your company to make any efforts for energy conservation, research and development and technology absorption. Hence the particulars required to be furnished in respect of the same are not given. During the year, there was neither foreign exchange earning to the company nor the Company incurred any foreign exchange expenses.

ACKNOWLEDGMENT :

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government authorities, other business associ- ates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

BY ORDER OF THE BOARD OF DIRECTORS

DATE : 18/08/2009 Bhikhubhai Padasla

PLACE: AHMEDABAD Chairman & Managing Director