Directors Report of Dynavision Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fortieth Annual Report of Dynavision Limited along with the audited financial statements for the year ended 31st March, 2015.

FINANCIAL RESULTS

( Rs. In lakhs) ( Rs. In lakhs) 2014-2015 2013-2014

Profit/(Loss) before Interest and Depreciation 380.21 13.70

Add/Less: Interest - 0.09

Profit before Depreciation 380.21 13.79

Add/Less: Depreciation 1.05 0.75

Profit/(Loss) before Tax 379.16 13.04

Exceptional Item - -

Tax Expenses related to earlier years - -

Profit/(Loss) carried over to Balance Sheet 379.16 13.04

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The Company during the year earned a sum of Rs. 432.15 lacs as lease rental income. The corresponding figure for the previous year was Rs.61.29 lacs.

At present, the earnings of the company is through lease rent only and it will remain so till the accumulated losses are wiped out entirely and a sufficient cash reserves achieved to take a fresh venture. During the financial year 2015-16 your company shall be earning Rs.465.00 lacs as lease rental income.

During the year under review there is no change in the nature of activity of the company.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2015.

TRANSFER OF PROFIT TO RESERVES

The Company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are 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 and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2014 - 2015.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesn't have any subsidiaries, associates and joint venture companies.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013, Shri M.S.Meeramohideen, who retire by rotation at the forthcoming AGM and is eligible for re appointment. Shri M.S.Meeramohideen offers himself for re-appointment. Brief profile is mentioned in the Notice of forthcomingAnnual General Meeting of the company

Independent Director

Smt. Lakshmmi Subramanian was appointed as independent director on 11.11.2014, based on the recommendation of Nomination and Remuneration Committee.

The Board recommends her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the Notice of forthcoming Annual General Meeting of the company along with her brief profile.

INDEPENDENT DIRECTORS' DECLARATION

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s. P. Chandrasekar, Chartered Accountants, (firm registration no. 000580s) were appointed auditors of the company from the conclusion of the 39 th Annual General Meeting (AGM) of the company held on 30th September2014 till the conclusion of AGM to be held in 2017, subject to ratification of their appointment at every AGM.

COMMENT ON STATUTORY AUDITOR REPORT

There are no qualifications, reservations, remarks or disclaimers made by M/s. P.Chandrasekar, Statutory auditor, in their audit report .The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2014-15.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr.P.S.Srinivasan, Practicing Company Secretary (Membership:No1090, CP No.3122.) to conduct secretarial audit for the financial year 2014-15.

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

COMMENT-ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, Mr. P.S.Srinivasan, Practicing Company Secretary bearing (MembershipNo1090 CP No. 3122.), in his Secretarial Audit Report, the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

M/s R.Subramanian & Company, Chartered Accountant (Firm Reg No. 004137s) were appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RELATED PARTY TRANSACTIONS

During the year 2014 - 2015, the Company had not entered into any material transaction with related parties as per section 188 of the Companies Act, 2013. Hence the question of reporting under the requirement of said section doesn't arise.

However, the company has entered in to a lease agreement with a party in which the promoter of your company has significant influence and the details of the same is available in the Notes on Accounts.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the CompaniesAct,2013 (the "Act") is annexed herewith as Annexure -III to this report.

PERSONNEL

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure IV

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee of the company in a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available on the Company website www.dynavision.in

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Presently the total number of employees are less than the statutory limit and hence the company has not constituted a separate committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

However the company has zero tolerance for sexual harassment at workplace.

During the financial year 2014-15, the Company has not received any sexual harassment complaints.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Presently the company has very limited activity, No management discussion at large has taken place during the year.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

CORPORATE GOVERNANCE REPORT

Since your company's paid up Equity capital and Net worth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 is not applicable to the company.

NUMBER OF MEETINGS OF THE BOARD

In total 4(four) Meetings of the Board of Directors of the Company were held during the year 2014-15,held on 2nd May 2014, 11th August 2014, 11th November 2014 and 11th February 2015. The maximum time gap between any two consecutive meetings did not exceed 120 days.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, 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 the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

A structured questionnaire was prepared after taking into consideration of the inputs received from the Directors, covering various aspects of the Board's functioning such adequacy of the composition of the Board and its Committees,Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level engagement and contribution,independence of judgement, safeguarding the interests of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman of the Board and the Executive Directors was carried out by the Independent Directors.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. 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 wrongdoing and promoting ethical conduct at the Board and 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 work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

WHISTLE BLOWERPOLICY/VIGIL MECHANISM

As the activity in the company is very limited, company does not have a whistle blower policy framed at present. However, a full fledge policy shall be in place once the activity in the company takes off. Further, Directors and employees are having full access to the audit committee to report their genuine and serious concern if they observe any.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION

Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Act are covered under the Board's policy formulated by the Company and is available on the Company website www.dvnavision.in

BOARD COMPOSITION

The Board is well constituted with composition of two executive and three non-executive independent directors in the meeting.

Category Name of Director

Executive Director Mr.R.P. Agarwal

Mr.M. S. Meeramohideen

Independent Mrs.Lakshmmi Subramanian

Non-Executive Directors Mr.N.Govindan

Mr.J.Narayanamurthy

Board Committees

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

Audit Committee

(A) Qualified and Independent Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 the Audit Committee. Its functioning is as under:

(i) The Audit Committee presently consists of two whole time directors and three Independent Directors.

(ii) All members of the Committee are financially literate and having the requisite financial management expertise;

(iii) The Chairman of the Audit Committee is an Independent Director;

(iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30th September2014.

(B) Terms

The terms of reference of the Audit Committee include:

* 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 statement 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 it is necessary;

* evaluation of internal financial controls and risk management systems;

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

Powers of Audit Committee:

The Audit committee shall have the authority -

* To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board.

* To discuss any related issues with the internal and statutory auditors and the management of the company

* To investigate into any matter in relation to the items or referred to it by the Board

* To obtain professional advice from external sources

* To have full access to information contained in the records of the company.

(C) Composition, names of Members and Chairperson, its meetings and attendance:

The composition of the Committee consists of Mr.N.Govindan, an independent Director, its Chairman, Mr.R.P.Agrawal, Mr. M.S.Meeramohideen, Mr.J.Narayanamurty and Mrs. Lakshmmi Subramanian are as members of the committee.During the year, 4 Audit Committee meetings were held on 2nd May'14, 11th August'14, 11th November'14 and 11th February'15.

The composition of the Audit Committee and number of meetings attended by the Members during the year are given below:

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 4 4

Mr.J.Narayanamurty Independent 4 4

Mrs.Lakshmmi Subramanian Independent 2 2

Mr. R.P.Agrawal Whole Time 4 4 Director

Mr. M.S.Meeramohideen Whole Time 4 4 Director

The Committee meetings was attended by the representatives of Statutory Auditors on invitation.

Nomination and Remuneration Committee

(A) Constitution

All the five Directors namely Shri.N.Govindan, Shri J.Narayanamurty, Shri R.P.Agrawal, Shri. M.S.Meeramohideen and Mrs. Lakshmmi Subramanian are Members of the Nomination and Remuneration Committee. Shri N.Govindan being the chairman of the committee. All increments/ remuneration etc are decided at the Meetings collectively.

(B) Terms of reference

Terms of reference of the Nomination and Remuneration Committee include:

* The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

* The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

* The Committee shall ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.

* Review the policy from time to time for selection and appointment of Directors and senior management employees and their remuneration;

* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

* Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions.

* Recommendation to the board with regard to retirement of Directors, liable to retire by rotation and appointment of Executive Directors.

* To determine and recommend to the Board from time to time

(a) The amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013.

(b) The amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors

(c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management.

* To determine the need for key man insurance for any of the company's personnel

* To carry out the evaluation of every director's performance

* To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable.

(C) Meetings and attendance during the year:

During the year, two meetings of Nomination and Remuneration Committee were held on 11th August 2014 and 11th November 2014.

The number of meetings attended by the members during the year are given below.

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 2 2

Mr.J.Narayanamurty Independent 2 2

Mrs.Lakshmmi Subramanian Independent 2 1

Mr. R.P.Agrawal Whole Time 2 2 Director

Mr. M.S.Meeramohideen Whole Time 2 2 Director

(D) Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. Remuneration Policy of the Company is available in the company website www.dvnavision.in

(c) Details of Remuneration to Directors

Details of Remuneration Mr.R.P.Agrawal M.S.Meeramohideen to Directors

Salary & perquisites 5,38,100 5,13,048

Contribution to Retirement NIL NIL funds

Stock options NIL NIL

Number of Shares held NIL NIL

Service Contracts NIL NIL

Notice period One Month One Month

Notes:

There has been no pecuniary relationship or transactions other than above of the Non-Executive Independent Directors vis-a-vis the Company during the year under review.

The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non receipt of shares, non-receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders.

(A) Composition, Members, its meetings and attendance

This Committee comprises of Mr. N.Govindan as Chairman with Mr.R.P. Agrawal and Mr. M.S.Meeramohideen as members of the Committee.

The composition of the Stakeholders Relationship Committee and number of meetings attended by the Members during the year are given below:

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 7 7

Mr. R.P.Agrawal Whole Time 7 7 Director

Mr. M.S.Meeramohideen Whole Time 7 7 Director

CORPORATE SOCIALRESPONSIBILITY(CSR):

Your company is not having Net profits of more than 5 Crore rupees, in the Year 2013-14 and therefore Constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

GENERAL INFORMATION:

1) AGM Date,

30th September 2015 at 10.30a.m

Time and Venue:

Shri Vidya Kalyan Mahal, Old. No. 142, (L.B.Road), New No. 74, Kalki Krishnamoorthy Salai, Thiruvanmiyur, Chennai- 600041

2) Financial Calendar

1st Quarter - 1st April to 30th June

2nd Quarter - 1st July to 30th September

3rd Quarter - 1st October to 31st December

4th & last Quarter - 1st January to 31st March

3) Date of Book Closure

Thursday 24th September 2015 to Wednesday 30th September, 2015 (Both days inclusive)

4) Record Dates Nil

5) Dividend Payment Date Not Applicable

6) Listing with Stock Exchanges (with Stock Code)

Regional Stock Exchange Code for Dynavision Ltd.

The Stock Exchange, Mumbai 517238 Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street Mumbai 400 001.

7) Listing Fees was Paid for all the above stock exchanges for 2014-2015 and 2015-16

8) Address of Registered office

3rd Floor, JHAVER PLAZA, 1-A, Nungambakkam High Road, Chennai- 600 034 Phone: [phone] Fax : [phone] Web site: www.dynavision.in Email: [email protected] E-Mail ID of Investor Grievance redressal cell: [email protected]

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company.

Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 34 R.P. AGRAWAL Date : 12.08.2015 Chairman of the Board DIN: 05253615

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Mar 31, 2014

Dear Members,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In lakhs) (Rs. In lakhs)

2013-2014 2012-2013

Profit/(Loss) before Interest and Depreciation 13.70 6.81

Add/Less: Interest 0.09 0.24

Prolit before Depreciation 13.79 7.05

Add/Less: Depreciation 0.75 3.22

Profit/(Loss) before Tax 13.04 3.83

Exceptional Item - 133.62

Tax Expenses related to earlier years - 9.82

Profit/(Loss) carried over to Balance Sheet 13.04 (139.61)

PERFORMANCE

The Company during the year earned a sum of Rs. 61.20 lac as rental income. The corresponding figure for the previous year was Rs. 57.69 lac as rental income.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2014.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.10 lakhs only have been claimed by the Debenture holders and a sum of Rs. 87.64 lakhs still remains unclaimed and kept in a Separate Bank account of the Company with State Bank of India, Chennai Main Branch.

Pursuant to the provisions of section 205A of the Companies Act 1956, Debenture Redemption, which remains unclaimed for a period of 7 (Seven) years is due for transfer to the IEPF on the date given below.

Date of final Last date for claiming Due date for Redemption Unclaimed debenture transfer to IEPF

12.12.2007 11.12.2014 10.01.2015

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Shri J Narayanamurty and Shri N. Govindan as Independent Directors of the Company. The Company has received declarations from the independent director, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Shri J Narayanamurty and Shri N. Govindan are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Shri. R.P. AGRAWAL, Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

AUDITORS

The Auditors M/s. P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

None of the employees fall under the category specified under Sec. 217 (2A) of the Companies Act, 1956 and the Rules there-under.

The relations with the employees during the year had been smooth and cordial.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report as Annexure 1.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-2 to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-3 to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 20 R.P. AGRAWAL Date : 11.08.2014 Director

M. S. MEERAMOHIDEEN Director

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Mar 31, 2013

Dear Shareholders,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. In lakhs) 2012-2013 2011-2012

Profit/(Loss) before Interest and Depreciation 7.05 (13.56)

Add/Less: Interest

Profit before Depreciation 7.05 (13.56)

Add/Less: Depreciation 3.22 5.86

Profit/(Loss) before Tax 3.83 (19.42)

Exceptional Item 133.62

Tax Expenses related to earlier years 9.82

Profit/(Loss) carried

over to Balance Sheet (139.61) (19.42)

PERFORMANCE

The Company during the year earned a sum of Rs. 57.69 lac as rental income. The corresponding figure for the previous year was Rs. 27.61lac through the job work to M/s. MTL INSTRUMENTS (P) Ltd, and a sum of Rs. 18.46 lac as rental income.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2013.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.42 lakhs only have been claimed by the Debenture holders and a sum of Rs. 85.98 lakhs still remains unclaimed and kept in a Separate Bank account of the Company with State Bank of India, Chennai Main Branch.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS

Sri. M. S. Meeramohideen is retiring at this meeting by rotation and being eligible, offers himself for reappointment.

Further, since the term of office of Sri. M. S. Meeramohideen as Whole Time Director is expiring, the Resolution for re- appointing him as Whole Time Director is placed before the shareholders for their approval.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

None of the employees fall under the category specified under Sec. 217 (2A) of the Companies Act, 1956 and the Rules there- under.

The relations with the employees during the year had been smooth and cordial.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report as Annexure 1.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-2 to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-3 to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 20 R.P. AGRAWAL

Date : 24.07.2013 Director

M. S. MEERAMOHIDEEN

Director

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Mar 31, 2012

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

( Rs. In lakhs) 2011-2012 2010-2011

Profit/(Loss) before Interest

and Depreciation (13.56) (25.24)

Add/Less: Interest Nil Nil

Profit before Depreciation (13.56) (25.24)

Add/Less: Depreciation 5.86 7.00

Profit/(Loss) before Tax (19.42) (32.24)

Tax Expenses related to earlier years 0 (25.84)

Profit/(Loss) carried

over to Balance Sheet (19.42) (58.08)

The formalities of leasing of Land & Buildings to M/s. Apollo Hospitals Enterprise Ltd have been completed in all respect on 4th May 2012 and the Land & Buildings of the Company have been handed over to M/s. Apollo Hospitals Enterprise Ltd on 4th May 2012 as per the Lease Agreement. With this, the Company will be earning lease rental only. However, the Company is also planning to venture into other activities in due course of time.

PERFORMANCE & PROSPECTS

The Company during the year earned a sum of Rs. 27.61 lac through job work to M/s MTL Instruments (P). Ltd and a sum of Rs. 18.46 lac as rental income. The corresponding figure for the previous year was Rs. 24.37 lac and 15.26 lac respectively.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.23 lakhs have been claimed by the Debenture holder and a sum of Rs. 86.40 lakhs still remains unclaimed.

DIRECTORS

Sri. J. Narayanmurty is retiring at this meeting by rotation and being eligible, offers himself for reappointment.

During the year under review, Sri. K. Venkateswaran has resigned as Director of the Company with effect from 01.04.2012 and the Board wishes to place on record the contributions made by him to the Company.

The Board has appointed Sri. R.P. Agrawal as Additional Director and Whole Time Director with effect from 1st April 2012.

During the year under review, the Board has also appointed Sri. N. Govindan as an Additional Independent Director of the Company with effect from 14.05.2012.

Resolutions seeking the approval of the members for the above appointments has been incorporated in the Notice of the Annual General Meeting and the brief detail about Sri. J. Narayanamurty, Sri. R. P. Agrawal and Sri. N. Govindan has been provided in the Corporate Governance Report.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they 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 or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-B to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

R.P. AGRAWAL Director

M. S. MEERAMOHIDEEN Director

Place : Chennai 20 Date : 10.08.2012

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Mar 31, 2011

Dear Shareholders,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. In lakhs) 2010-2011 2009-2010

Profit/(Loss) before Interest and Depreciation (25.24) 34.20

Add/Less: Interest Nil Nil

Profit/(Loss) before Depreciation (25.24) 34.20

Add/Less: Depreciation 7.00 5.96

Profit/(Loss) before Tax (32.24) 28.24

Tax Expenses related to earlier years (25.84) Nil

Profit/(Loss) carried over to Balance Sheet (58.08) 28.24

PERFORMANCE & PROSPECTS

The Company during the year continued to do job work to M/s MTL Instruments (P). Ltd. The Company expect that the quantum of work is likely to pick up in the near future. Further the Company is planning to venture into other activities. The Company has obtained an approval letter from Govt of Tamilnadu vide their letter Rc No. 497/A1/2009 dated 10.03.2011 for change in line of activity viz Industrial activity to service activity and to leasing of the land to an extent of 2.63 acres to M/s. Apollo Hospital Groups for estabilishing world class hospital. The Company is making arrangements to get the approval of the General Body through Postal Ballot.

SEGMENT - WISE PERFORMANCE

During the year the Company had a single segment activity only. As such segment-wise reporting does not arise.

DEBENTURE REDEMPTION - PUBLIC

During the year Rs. 0.47 lakhs have been paid off out of the Debenture Redemption account and a sum of Rs. 86.63 lakhs remains to be claimed by the Debenture Holders.

DIRECTORS

The Company is having only the minimum number of Directors stipulated under the Company's Act 1956. The Company will have an Independent Director as the Chairman to fulfill the stipulations of SEBI in the matter of appointment of Independent Director, which reads that if the Chairman happens to be an Independent Director the number of Independent Directors shall be one third of the total number of Directors.

Sri. K. Venkateswaran Director retires by rotation and being eligible, offer himself for re-appointment.

AUDITORS

The Auditors M/s. P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they had selected such Accounting Policies and applied them consistently and made judgements 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 or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

OTHER INFORMATION

As required under Section 217 (i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy is annexed hereto and forms an integral part of this Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the devoted service of all the Employees of the Company. The Board further wish to place on record its appreciation of the various Government Agencies, Banks and Shareholders and look forward to their continued support in future.

For and on behalf of the Board

K. VENKATESWARAN M.S. MEERAMOHIDEEN Director. Director.

Place : Chennai 41 Date : 25.07.2011

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Mar 31, 2010

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

( Rs. In lakhs)

2009-2010 2008-2009

Profit/(Loss) before Interest and Depreciation 34.20 (14.79)

Add/Less: Interest Nil Nil P rofit/(Loss) before Depreciation 34.20 (14.79)

Add/Less: Depreciation 5.96 6.53

Profit/(Loss) before Tax 28.24 (21.32)

Provision for Fringe Benefit Tax Nil (0.25)

Profit/(Loss) afer Fringe Benefit Tax 28.24 (21.57)

Surplus/(Loss) carried over to Balance Sheet 28.24 (21.57)



PERFORMANCE & PROSPECTS

The Company during the year continued to do job work to M/s MTL Instruments (P). Ltd. The Company expects that the quantum of work is likely to pick up in the near future. Further the Company is planning to venture into other activities.

SEGMENT - WISE PERFORMANCE

During the year the Company had a single segment activity only. As such segment-wise reporting does not arise.

DEBENTURE REDEMPTION - PUBLIC

During the year Rs. 4.24 lakhs have been paid off out of the Debenture Redemption account and a sum of Rs. 87.10 lakhs remains to be claimed by the Debenture Holders.

DIRECTORS

The Company is having only the minimum number of Directors stipulated under the Company’s Act 1956. The Company will have an Independent Director as the Chairman to fulfill the stipulations of SEBI in the matter of appointment of Independent Director, which reads that if the Chairman happens to be an Independent Director the number of Independent Directors shall be one third of the total number of Directors.

Sri. J. Narayanamurty & Sri. M. S. Meeramohideen Directors retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they had selected such Accounting Policies and applied them consistently and made judgements 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 or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

OTHER INFORMATION

As required under Section 217 (i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy is annexed hereto and forms an integral part of this Report.



For and on behalf of the Board Place : Chennai 41 K. VENKATESWARAN M.S. MEERAMOHIDEEN Date : 30.07.2010 Director Director