Directors Report of Gyan Developers & Builders Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty Third Annual Report together with audited accounts for the year ended 31.03.2015.

FINANCIAL RESULTS

The summarized financial results for the year ended 31.03.2015 and for the previous year 31.03.2014 are as under:

(In Rs.)

Particulars 2014-2015 2013-2014

Profit before tax 19,82,502 27,93,424

Less: Tax expenses

Current Year 642,760 899,601

Previous Year 48,236 385

Deffered Tax (28,733) (32,150)

Deffered Tax prior period Nil (136,184)

Profit (Loss) after tax 13,20,239 20,61,772

Surplus account

Balance as per the balance sheet 60,42,410 39,80,638

(a) Add: Profit for the year 13,20,239 20,61,772

(b) Less: Depreciation on assets where useful life is NIL (1,732) Nil

Balance as at the end of the year 73,60,917 60,42,410

FINANCIAL OVERVIEW:

During the year under review, the total revenue of your company was Rs.13,368,767/- as compared to previous year revenue of Rs.11,122,935/-. The net profit for the year after tax is Rs.13,20,239/- as against previous year profit of Rs.20,61,771/-.

DIVIDEND:

In order to conserve reserves / profit for the growth of the company, your Directors do not recommend any dividend.

DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 is attached as Annexure "A".

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has not provided any loans, guarantees nor made investments covered under Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS AND ITS COMMITTEES:

A. Composition of the Board of Directors

The Board of Directors of the Company comprises four Directors of which two are Non-Executive Independent Directors in terms of Clause 49 of the listing Agreement and Section 149(6) of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In terms of Section 152 of the Companies Act, 2013, Mr. T Ashok Raj, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his continuation.

B. Meetings

The Board of Directors met 4 times during the year under review and the gap between two Board meetings were not more than 120 days.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.

C. Committees of the Board

During the year under review, the terms of reference of the Committee were aligned with the requirements of Clause 49 of the Listing Agreement and the provisions of Companies Act, 2013. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

D. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

E. Directors' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and no material departure have been made.

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 of the Company for that period ;

c) the Directors have 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;

d) the Directors had prepared the annual accounts on going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

M/s. G.C.DAGA & Co, Chartered Accountants, Chennai (FRN: 000668s), Statutory Auditors of the company, were appointed in the 22nd Annual General Meeting of the Company for a term of three years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013, subject to ratification by shareholders in every subsequent Annual General Meeting. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors for the financial year 2015-2016.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report.

REPLY TO SECRETARIAL AUDITOR REMARKS:

Your Company is taking necessary steps to appoint a Company Secretary in terms of Section 203 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

MANAGEMENT ANALYSIS & REVIEW REPORT:

In accordance with the requirements of the Listing Agreement, the Management analysis & review report is attached and forms part of this report.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance and a certificate from M/s. G.C. Daga & Co, Chartered Accountant, affirming Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered by the company with Related Parties were in the ordinary course of business and at arm's length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company.

Details of the transactions are provided in Form AOC-2 which is attached as Annexure "C".

RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

KEY MANAGERIAL PERSONNEL:

Mrs. M Sunita, Director, was appointed as Chief Financial Officer (CFO) of the Company with effect from 30th October, 2014 in terms of Section 203 of the Companies Act, 2013.

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

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

CODE OF CONDUCT:

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By order of the Board

for GYAN DEVELOPERS & BUILDERS LIMITED

T. Ashok Raj M. Sunita

Managing Director. Director & CFO

Place : Chennai (DIN: 00575471) (DIN: 01751554)

Date : 30-07-2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with audited accounts for the year ended 31.03.2014

WORKING RESULTS

The summarized financial results for the year ended 31.03.2014 and for the previous year 31.03.2013 are as under;

Rs.

2013-2014 2012-2013

Income from Operations 11,122,935.00 19,49,445.00

Less: Expenditure 83,29,511.50 18,42,229.00

Profit before tax 27,93,423.50 1,07,216.00

Less: Tax expenses

Current Year 899,601.00 91,974.00

Previous Year 385.00 28,089.00

Deffered Tax (32,150.00) 57,130.00

Deffered Tax prior period (136,184.00) -

Profit (Loss) after tax 20,61,771.50 (69,977.00)

OPERATIONS:

During the financial year, the Company has registered total revenue of Rs. 11,122,935/- as compared to Rs. 19,49,445/- in the previous year. The net profit after tax for the year is Rs.20,61,771.50 as against previous year loss of Rs.69,977/-. In view better infrastructure facilities, demand for vacant land at the outskirts is getting increased. Moreover, increased cost of land in city is making people to opt for land at the outskirts which has boosted company''s revenue and profit. The Board is confident that this trend will continue in the coming years.

DEPOSIT

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

DIRECTORS

The Board of Directors of the Company comprises four Directors of which two are Non-Executive Independent Directors in terms of Clause 49 of the listing Agreement and Section 149(6) of the Companies Act, 2013.

In terms of Section 152 of the Companies Act, 2013, Mrs. M. Sunitha, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board recommends her continuation.

As per Section 149 and other applicable provisions of the Companies Act, 2013 read with Schedule IV of the Act, Mr. J Chandra Sekar and Mr. S Vijayan, are to be appointed as independent directors for a period of five (5) consecutive years. The Board recommends their appointment in the best interests of Company.

Mr. T Ashok Raj was re-appointed as Managing Director of the Company in the Board meeting for a period of 5 years effective from 29.01.2014. The Board recommends his continuation as Managing director in the best interests of Company.

DIVIDEND

In order to conserve reserves / Profit for the growth of the Company, your Directors do not recommend any dividend.

AUDITORS:

M/s. G.C. Daga & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and are eligible for re-appointment. In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. G.C. Daga & Co., are eligible to be reappointed for a period of 3 years which is subject to ratification by the members in subsequent Annual General Meeting of the Company. The Company has received confirmation that their appointment will be within the limits specified u/s. 139 of the Companies Act, 2013. The Board recommends their re-appointment.

There are no qualifications or adverse remarks in the Auditors'' Report which require any explanation from the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed 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 estimate 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 of the Company for that period ;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance and a certificate from M/s. G.C. Daga & Co, Chartered Accountant, affirming Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report.

In accordance with the requirements of the Listing Agreement, Management analysis & review report is mentioned in Corporate Governance Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance Report u/s 383A of the Companies Act, 1956, received from M/s. A.K.JAIN & ASSOCIATES, Company Secretaries in Practice, is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES:

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

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

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2013-14 forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT:

We wish to place on record our sincere thanks for the help and service by our Bankers, customers, Shareholders, auditors and staff.

By order of the Board for GYAN DEVELOPERS & BUILDERS LIMITED

Place : Chennai T. Ashok Raj M. Sunita Date : 30-07-2014 Managing Director. Director.

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Mar 31, 2013

The Directors have pleasure in presenting the 21* Annual Report together with audited accounts for the year ended 31,03,2013.

WORKING RESULTS

The summarized financial results for the year ended 31.03,2013 and for the previous year 31.03,2012 are as under ;

Rs.

2012-2013 2011-2012

Income from Operations 19,49,445.00 46,24,916,00

Less: Expenditure 18,42,229,00 21,03,312.30

Profit before tax 1,07,216,00 25,21,603.70

Less: Tax expenses

Current Year 91,974.00 6,00,681.00

Previous Year 28,089.00 14,126.00

Differed Tax 57,130,00 10,962.00

Profit (Loss) after tax (69,977.00) 18,95,834.70

OPERATIONS:

The Company has incurred a net loss of Rs.69,977/- as against previous year Profit of Rs.18,95,834.70/-. The loss is mainly due to fall in sales volume and taxes. During the year under review, the real estate market for the entire year was very sluggish and there were very few buyers of vacant land, in addition to that the State / Central Government policies were not favorable as there has been enormous increase in guideline value of properties in the State of Tamilnadu. In some places where the company is holding land bank, the guideline value is more than the market value which is really discouraging the investor to invest in the developed lands and the huge tax Burden is also a cause of Concern for the investors. Adding fuel to the fire, the slow phase of development of infrastructure is deterring the investors to invest in the real estate market. Slow down in Economy, fall in recruitment of work force by the Industries is also cause of concern, as the Company attracts the employees of low and middle income group. In spite of the adverse market conditions, Your Company could able to make good sales during the first quarter of the financial year 2013-14. Considering the positive trend in the first quarter of this financial year, Your Board of Directors are confident that this trend will change and there will be good number of buyers for developed residential lands.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act. 1956.

DIRECTORS

Mr, S. Vijayan, Director retire by rotation and being eligible, offers himself for re-appointment. Your Board recommends his continuation.

DIVIDEND

In order to conserve reserves / Profit for the growth of the Company, your Directors do not recommend any dividend.

AUDITORS:

M/s. G.C. Daga & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment. The Company has received confirmation that their appointment wili be within the limits specified u/s.224{1B} of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed 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 estimate 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 for that period ;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts ongoing concern basis.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance in Compliance of Clause 49 of the Listing Agreement is attached, which forms part of the report.

MANAGEMENT ANALYSIS & REVIEW REPORT:

Management analysis & review report is mentioned in Corporate Governance Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance Report u/s 383A of the Companies Act, 1956, received from M/s. A. K.JAIN & ASSOCIATES, Company Secretaries in Practice, is annexed and forms part of this report,

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENT:

We wish to place on record our sincere thanks for the help and service by our Bankers, customers, Shareholders, auditors and staff.

On behalf of the Board of Directors ;

for GYAN DEVELOPERS & BUILDERS LIMITED

Place: Chennai T.Ashok Raj M. Sunita

Date ''30-07-2013 Managing Director. Director,

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report together with audited accounts for the year ended 31.03.2011

WORKING RESULTS

The summarized financial results for the year ended 31.03.2011 and for the previous year 31.03.2010 are as under:

Rs.

2010-2011 2009-2010

Income from Operations 19,14,994.00 17,86,992.00

Less: Expenditure 11,21,732.00 13,71,116.51

Profit / Loss for the year before tax 7,93,262.00 4,15,875.49

Less : Provision for Tax

Current Year 2,44,163.00 1,29,703.00

Previous Year 6,515.00 5,809.00

Fringe Benefit Tax

Current Year Nil Nil

Previous Year 876.00 258.00

Deffered Tax Liability / (Asset) (963.00) (1,163.00)

Profit after tax 5,42,671.00 2,81,268.49

OPERATIONS:

The Company has made a profit of Rs. 5,42,671/- as against previous year Profit of Rs. 281,268.49. Presently your Company is concentrating on buying and selling of Vacant Lands situated in and around Chennai. Your Board of Directors are confident that there will be enormous demand for vacant lands in view of increase in hiring by the Companies and improvement in salaries and better job security. Your Company is concentrating on increasing vacant lands which can fetch potential value for the investment made by the Company in near future and in turn increase in the wealth of the share holders.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act. 1956.

DIRECTORS

Mr. S.Vijayan and Mr. J.Chandrasekar, Directors retire by rotation. They being eligible, offer themselves for re-appointment. Your Board recommends their continuation.

Mr. N.Gajraj and Mrs. T.Kamala Devi, resigned from the Board w.e.f. 29-07-2011. The Board expresses its sincere appreciation for the contributions made by them during their tenure as Directors of the Company.

DIVIDEND

In order to conserve reserves / Profit for the growth of the Company, your Directors do not recommend any dividend.

AUDITORS:

M/s. G.C. Daga & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends their re-appointment. The Company has received confirmation that their appointment will be within the limits specified u/s.224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed 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 estimate 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 of the Company for that period ;

c) that the Directors has 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;

d) that the Directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE;

Detailed Report on the Corporate Governance in Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report.

MANAGEMENT ANALYSIS & REVIEW REPORT:

Management analysis & review report is mentioned in Corporate Governance Report. COMPLIANCE CERTIFICATE:

A copy of Compliance Report u/s 383A of the Companies Act, 1956, received from M/s A.K Jain & Associates, Chennai Company Secretaries in Practice, is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES:

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

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

ACKNOWLEDGEMENT

We wish to place on record our sincere thanks for the help and service by our Bankers, customers, Shareholders, auditors and staff.

On behalf of the Board of Directors for GYAN DEVELOPERS & BUILDERS LIMITED

T. Ashok Raj M. Sunitha Managing Director. Director.

Place: Chennai Date : 29-07-2011

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Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report together with audited accounts for the year ended 31.03.2010

WORKING RESULTS

The summarized financial results for the year ended 31.03.2010 and for the previous year 31.03.2009 are as under;

Rs. 2008-2009 2009-2010

Incomefrom Operations 15,81,911.00 17,86,992.00

Less : Expenditure 9,94,411.00 13,71,116.51

Profit / Loss for the year before tax 5,87,500.00 4,15,875.49

Less : Provision for Tax

Current Year 1,82,675.00 1,29,703.00

Previous Year 25,192.00 5,809.00

Fringe Benefit Tax

Current Year 5,764.00 Nil

Previous Year {3,505.00) 258.00

Deffered Tax Liability / {Asset) (1,085.00) (1,163.00)

Profit after tax 3,78,459.00 2,81,268.49

OPERATIONS:

The Company has made a profit of Rs. 281,268.49/- as against previous year Profit of Rs. 3,78,459/-. Your Company is concentrating on buying and selling of Vacant Lands situated in and around Chennai. Though the year began with a sluggish note, Industry has been recovering from the slowdown and the revenues for the financial year ending 31.03.2010 have slightly fallen in view of this reason. However, the Current scenario is changing and there is improvement in revenues. Your Board of Directors are also confident that there will be reasonable demand for vacant lands in view of increase in hiring by the Companies and improvement in salaries and better job security. Your Company is concentrating on increasing vacant lands which can fetch potential value for the investment made by the Company in near future and in turn increase in the wealth of the share holders.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act. 1956.

DIVIDEND

In order to conserve reserves / Profit for the growth of the Company, your Directors do not recommend any dividend.

AUDITORS:

M/s. G.C. Daga & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Board recommends their re-appointment. The Company has received confirmation that their appointment will be within the limits specified u/s.224(1 B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed 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 estimate 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 of the Company for that period ;

c) that the Directors has 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;

d) that the Directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

Detailed Report on the Corporate Governance in Compliance of Clause 49 of the Listing Agreement is attached, which form part of the report.

MANAGEMENT ANALYSIS & REVIEW REPORT:

Management analysis & review report is mentioned in Corporate Governance Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance Report u/s 383A of the Companies Act, 1956, received from M/s A.K.Jain & Associates, Chennai Company Secretaries in Practice, is annexed and forms part of this report.

PARTICULARS OF EMPLOYEES:

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

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

ACKNOWLEDGEMENT

We wish to place on record our sincere thanks for the help and service by our Bankers, customers, Shareholders, auditors and staff.

On behalf of the Board of Directors for GYAN DEVELOPERS AND BUILDERS LIMITED

TAshok Raj T.Kamala Devi

Managing Director. Director.

Place: Chennai

Date : 29-07-2010